Investment Intention. The Purchaser is acquiring the Shares for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act") thereof. Purchaser understands that the Shares have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.
Investment Intention. Parent is acquiring through the Merger the shares of capital stock of the Surviving Corporation for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act) thereof. Parent understands that the shares of capital stock of the Surviving Corporation have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.
Investment Intention. The Employee represents and warrants that the Employee is acquiring the Shares solely for his or her own account for investment and not on behalf of any other person or with a view to, or for sale in connection with, any distribution of the Shares.
Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules --------------- and regulations of the Securities and Exchange Commission (the "Commission") ---------- thereunder, and in compliance with applicable state securities or "blue sky" laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 through 5 hereof, inclusive, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser shall have delivered to Holding an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-action letter from the Commission, reasonably - satisfactory to Holding, shall have been obtained with respect to such disposition and (iii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.
Investment Intention. The Grantee represents and warrants that the Options have been, and covenants that any Exercise Shares will be, acquired by the Grantee solely for the Grantee's own account for investment and not with a view to or for sale in connection with any distribution thereof. The Grantee agrees that the Grantee will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of all or any of the Options or any of the Exercise Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any of the Options or any of the Exercise Shares), except in compliance with the Securities Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder, and in compliance with applicable state and foreign securities or "blue sky" laws. The Grantee further understands, acknowledges and agrees that none of the Exercise Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless the provisions of any related Management Stock Subscription Agreement shall have been complied with or have expired.
Investment Intention. The Purchaser represents and warrants that the Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder, and in compliance with applicable state and foreign securities or "blue sky" laws. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless the provisions of Sections 4 through 8 hereof, inclusive, shall have been complied with or have expired, (ii) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser shall have delivered to Holding an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-action letter from the Commission, reasonably satisfactory to Holding, shall have been obtained with respect to such disposition and (iii) unless such disposition is pursuant to registration under any applicable state or foreign securities laws or an exemption therefrom.
Investment Intention. The Employee represents and warrants that the Employee has been awarded the Restricted Stock and any Vested Shares delivered in respect thereof for his or her own account for investment and not on behalf of any other person or with a view to, or for sale in connection with, any distribution of the Restricted Stock.
Investment Intention. 8 3.2 Accredited Investor..............................................9 3.3
Investment Intention. The Grantee represents and warrants that the options evidenced hereby have been, and any Exercise Shares will be, acquired by the Grantee solely for the Grantee’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Grantee agrees that the Grantee will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of all or any portion of the options evidenced hereby or any of the Exercise Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any portion of the options evidenced hereby or any of the Exercise Shares), except in compliance with the Securities Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder, and in compliance with applicable state or foreign securities or “blue sky” laws. The Grantee further understands, acknowledges and agrees that none of the Exercise Shares may be offered, sold, transferred, pledged, assigned, or otherwise alienated or hypothecated or otherwise disposed of unless the provisions of the Company’s certificate of incorporation as then in effect shall have been complied with.
Investment Intention. Purchaser is an accredited investor as that -------------------- term is defined in Rule 501(a) as promulgated by the Securities and Exchange Commission and is acquiring the Placement Shares for investment purposes, with no present intention of and with no view toward distributing all or any part of the Placement Shares to others for resale or otherwise participating, directly or indirectly, in any distribution of the Placement Shares in violation of state or federal securities laws. Purchaser understands that the Placement Shares have not been registered under any state or federal securities laws based upon the understanding of the Company that the issuance of the Placement Shares as described in this Agreement is exempt from such registration. Accordingly, the Placement Shares will be treated as Restricted Securities, as defined in Rule 144 of the Securities Act, under the provisions of Rule 144 as promulgated by the Commission. The purchaser agrees that the Certificates representing the Placement Shares will contain a legend to this effect as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT 0F 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE SALE OR OTHER DISPOSITION OF THESE SHARES IS PROHIBITED UNLESS SUCH SALE OR OTHER DISPOSITION IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS." Purchaser agrees that it will not make any sale of the Placement Shares without causing the prospectus delivery requirements of the Securities Act to be satisfied or otherwise complying with the Securities Act and the exemptions from registration set forth therein, and the transfer agent will be instructed to note these restrictions on transfer on the stock records of the Company. The Reliance by the Company upon an exemption from registration is predicated, in part, upon the representations and warranties of Purchaser contained in this Section 3.
