Investment Intention and Restrictions on Disposition. Each Member represents and warrants that such Member is acquiring the Interests solely for such Member’s own account for investment and not with a view to resale in connection with any distribution thereof. Each Member agrees that such Member will not, directly or indirectly, Transfer any of the Interests (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any of the Interests) or any interest therein or any rights relating thereto or offer to Transfer, except in compliance with the Securities Act, all applicable state securities or “blue sky” laws and this Agreement, as the same shall be amended from time to time. Any attempt by a Member, directly or indirectly, to Transfer, or offer to Transfer, any Interests or any interest therein or any rights relating thereto without complying with the provisions of this Agreement, shall be void and of no effect.
Investment Intention and Restrictions on Disposition. Each Management Limited Partner represents and warrants that such Management Limited Partner is acquiring the Units solely for such Management Limited Partner’s own account for investment and not with a view to resale in connection with, any distribution thereof. Each Management Limited Partner agrees that such Management Limited Partner will not, directly or indirectly, Transfer any of the Units (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any of the Units) or any interest therein or any rights relating thereto or offer to Transfer, except in compliance with the 1933 Act, all applicable state securities or “blue sky” laws and this Agreement, as the same shall be amended from time to time. Any attempt by a Management Limited Partner, directly or indirectly, to Transfer, or offer to Transfer, any Units or any interest therein or any rights relating thereto without complying with the provisions of this Agreement, shall be void and of no effect.
Investment Intention and Restrictions on Disposition. The Subscriber represents and warrants that the Subscriber is acquiring the Shares being purchased by him hereunder solely for the Subscriber's own account for investment and not with a view to, or in connection with, any resale or other distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Subscriber agrees that he 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 of the Shares) or any interest therein, or any rights relating thereto, except in compliance with (i) the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Act"), (ii) all applicable state securities or "blue sky" laws. The Subscriber further understands, acknowledges and agrees that none of the Shares or any economic or voting rights relating thereto may be transferred, sold, pledged, hypothecated or otherwise disposed of unless such disposition is pursuant to an effective registration statement under the Act and is in compliance with applicable state securities laws or is exempt from such registration and/or compliance. Any attempt by the Subscriber, directly or indirectly, to offer, transfer, sell, pledge, hypothecate or otherwise dispose of any the Shares or any economic or voting rights relating thereto without complying with the provisions of this Agreement and the Stockholder Agreement shall be void and of no effect.
Investment Intention and Restrictions on Disposition. Each Member represents and warrants that such Member is acquiring the Interests and/or Special Membership Interests, as applicable, solely for such Member's own account for investment and not with a view to resale in connection with, any distribution thereof. Each Member agrees that such Member will not, directly or indirectly, Transfer any of the Interests or Special Membership Interests (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any of the Interests) or any interest therein or any rights relating thereto or offer to Transfer, except in compliance with the Securities Act, all applicable state securities or "blue sky" laws and this Agreement, as the same shall be amended from time to time. Any attempt by a Member, directly or indirectly, to Transfer, or offer to Transfer, any Interests or Special Membership Interests, as applicable, or any interest therein or any rights relating thereto without complying with the provisions of this Agreement, shall be void and of no effect.
Investment Intention and Restrictions on Disposition. Each Member represents and warrants that such Member is acquiring the Interests solely for such Member’s own account for investment and not with a view to resale in connection with any distribution thereof.
Investment Intention and Restrictions on Disposition. Each Individual Limited Partner represents and warrants that such Individual Limited Partner is acquiring the Units solely for such Individual Limited Partner’s own account for investment and not with a view to resale in connection with, any distribution thereof. Each Individual Limited Partner agrees that such Individual Limited Partner will not, directly or indirectly, Transfer any of the Units (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any of the Units) or any interest therein or any rights relating thereto or offer to Transfer, except in compliance with the 1933 Act, all applicable state securities or “blue sky” laws and this Third Amendment, as the same shall be amended from time to time. Any attempt by an Individual Limited Partner, directly or indirectly, to Transfer, or offer to Transfer, any Units or any interest therein or any rights relating thereto without complying with the provisions of this Third Amendment, shall be void and of no effect.
Investment Intention and Restrictions on Disposition. Each Member represents and warrants that such Member is acquiring the Units solely for such Member’s own account for investment and not with a view to resale in connection with any distribution thereof. Each Member agrees that such Member will not, directly or indirectly, Transfer any of the Units (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any of the Units (other than pursuant to the Ramguard Note and Pledge Agreement)) or any other Interests or any rights relating thereto or offer to Transfer, except in compliance with the Securities Act, all applicable state securities or “blue sky” Laws, any other applicable securities Laws and this Agreement. Any attempt by a Member, directly or indirectly, to Transfer, or offer to Transfer, any Units or any other Interests or any rights relating thereto without complying with the provisions of this Agreement, shall be void and of no effect.
Investment Intention and Restrictions on Disposition. 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 of the Shares) or any interest therein or any rights relating thereto, except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "ACT"), all applicable state securities or "blue sky" laws and the Stockholders Agreement. Any attempt by the Purchaser, directly or indirectly, to offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares or any interest therein, or any rights relating thereto, without complying with the provisions of this Agreement and the Stockholders Agreement shall be void and of no effect.
Investment Intention and Restrictions on Disposition. Each Purchaser represents and warrants that such Purchaser is acquiring the Shares solely for such Purchaser’s own account for investment and not with a view to, or for sale in connection with, any distribution thereof. Each Purchaser agrees that such 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 of the Shares) or any interest therein or any rights relating thereto, except in compliance with the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder (the “Act”), all applicable state or foreign securities or “blue sky” laws and the Stockholders Agreement, as the same shall be amended from time to time. Any attempt by a Purchaser, directly or indirectly, to offer, transfer, sell, pledge, hypothecate or otherwise dispose of any Shares, or any interest therein, or any rights relating thereto, without complying with the provisions of this Agreement, the Stockholders Agreement and the Registration Rights Agreement, dated as of the Closing Date (as the same shall be amended from time to time, the “Registration Rights Agreement”), among the Company, OTPP and each of the other parties thereto, shall be void and of no effect.
Investment Intention and Restrictions on Disposition. Toppan represents and warrants that Toppan is acquiring the CDT Shares solely for Toppan’s own account for investment and not with a view to, or for sale in connection with, any distribution thereof. Toppan agrees that it will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the CDT Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any of the CDT Shares) or any interest therein or any rights relating thereto, except in compliance with the Securities Act, all applicable state securities or “blue sky” laws as they may be amended from time to time, this Agreement as it may be amended from time to time, the By-Laws and the Registration Rights Agreement. Any attempt by Toppan, directly or indirectly, to offer, transfer, sell, pledge, hypothecate or otherwise dispose of any CDT Shares or any interest therein or any rights relating thereto without complying with the provisions of the Securities Act, all applicable state securities or “blue sky” laws as they may be amended from time to time, this Agreement as it may be amended from time to time, the By-Laws and the Registration Rights Agreement shall be void and of no effect. Toppan hereby: (i) certifies that Toppan has read and understands the restrictions on the transfer of the CDT Shares as set forth in Article VII of the By-Laws (the “By-Law Restrictions”), (ii) understands and consents that as a “Minority Investor” under the By-Laws, the By-Law Restrictions apply to the CDT Shares, (iii) certifies that Toppan has read and understands the restrictions on the transfer of the CDT Shares set forth in the Registration Rights Agreement, including, but not limited to, the holdback provisions set forth in Section 5 of such agreement (the “Registration Rights Restrictions”), (iv) understands and consents that as “Registrable Securities” under the Registration Rights Agreement, the Registration Rights Restrictions apply to the CDT Shares, and (v) covenants that Toppan will not challenge the enforceability of the By-Law Restrictions or the Registration Rights Restrictions in any court of law.
