Investment Intention; No Resales. The Stockholder hereby represents and warrants that he is acquiring the Common Stock for investment solely for his own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of Common Stock, or solicit any offers to purchase or otherwise acquire or pledge any shares of Common Stock, unless such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with the provisions hereof and of the Stockholders Agreement.
Investment Intention; No Resales. The Employee represents and warrants that such Employee is acquiring the Options or Plan Shares, as applicable, for investment purposes only, solely for his own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof or with any present intention of distributing or reselling any Options or Plan Shares, except for such distributions and dispositions as are both explicitly permitted under this Agreement and the Stockholders' Agreement and effected in compliance with the Securities Act, and the rules and regulations thereunder, and all applicable state securities or "blue sky" laws. The Employee agrees and acknowledges that such Employee will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any Options or Plan Shares, or solicit any offers to purchase or otherwise acquire or take a pledge of any Options or Plan Shares, other than transfers, sales, assignments, pledges, hypothecations or other dispositions explicitly permitted by this Agreement and the Stockholders' Agreement and provided that (x) any such transfer, sale, assignment, pledge, hypothecation or other disposition is in accordance with the terms and provisions of this Agreement and the Stockholders' Agreement and (y)
(i) the transfer, sale, assignment, pledge, hypothecation or other disposition is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws, or (ii) the Employee shall have furnished the Company with an opinion of counsel (which counsel and the form and substance of which opinion shall be reasonably satisfactory to the Company), to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and the rules and regulations in effect thereunder and under all applicable state securities or "blue sky" laws.
Investment Intention; No Resales. The Purchaser hereby represents and warrants that the Purchaser is acquiring the Class B Common Stock and will be acquiring the Option Shares for investment solely for its own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that it will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of the Class B Common Stock or Option Shares, or solicit any offers to purchase any shares of the Class B Common Stock or Option Shares, unless such transfer, sale, assignment, pledge, hypothecation or other disposition (a) is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or is pursuant to an available exemption from registration and (b) complies with the provisions of this Agreement and the Stockholders Agreement.
Investment Intention; No Resales. Strategic is acquiring the Partnership Interest to be acquired hereunder for the purpose of investment and not with the present intention of, or for resale in connection with, the distribution thereof, and not with any present intention of distributing such Partnership Interest and has no present plan or intention to Sell any of the Partnership Interest acquired by it pursuant to any of the transactions contemplated hereby. For this purpose, the term “Sell” means to sell, exchange, contribute, distribute or otherwise dispose of, to pledge or otherwise encumber, or to enter into a short sale, equity swap, option or other risk-reducing transaction with respect to, the Partnership Interest. Strategic acknowledges that any direct or indirect offer, transfer, sale, assignment, pledge, hypothecation or other disposition of any such Partnership Interest shall be subject to the provisions of the Partnership Agreement.
Investment Intention; No Resales. Each Shareholder hereby -------------------------------- represents and warrants that he is acquiring the Shareholder Common Stock for investment solely for his own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Shareholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of the Shareholder Common Stock, or solicit any offers to purchase or otherwise acquire or take a pledge of any shares of the Shareholder Common Stock, unless such offer, transfer, sale, assignment pledge, hypothecation or other disposition complies with the provisions of this Agreement and (i) such transfer, sale, assignment, pledge or hypothecation or other disposition is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) the Shareholder shall have furnished the Company with a written opinion in form and substance reasonably satisfactory to the Company of counsel reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws.
Investment Intention; No Resales. Mid-Cal is acquiring the Stock for investment solely for its own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. Mid-Cal agrees and acknowledges that it will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of the Stock, or solicit any offers to purchase or otherwise acquire or take a pledge of any shares of the Stock, unless such offer, transfer, sale, assignment pledge, hypothecation or other disposition complies with the provisions of this Agreement (including the provisions set forth in Exhibit "D" hereto) and (i) such transfer, sale, assignment, pledge or hypothecation or other disposition is pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") and has been registered under all applicable state securities or "blue sky" laws or (ii) Mid-Cal shall have furnished the Company with a written opinion in form and substance reasonably satisfactory to the Company of counsel reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws.
Investment Intention; No Resales. Purchaser is acquiring New Equity Investment Shares for investment solely for its own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof (other than, in the case of the New Class B Preferred Stock Guarantor, the resale of any New Class B Preferred Stock acquired by it hereunder to "qualified institutional buyers" as defined in and pursuant to Rule 144A under the Securities Act (as defined below) or, alternatively, in private sales made in compliance with (or pursuant to exemptions from) the Securities Act and the rules and regulations thereunder). Purchaser agrees and acknowledges that it will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any New Equity Investment Shares, or solicit any offers to purchase or otherwise acquire or take a pledge of any New Equity Investment Shares, except in compliance (including an exemption therefrom) with the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations thereunder.
Investment Intention; No Resales. The Executive represents and warrants that such Executive is acquiring the Restricted Stock for investment purposes only, solely for his own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof or with any present intention of distributing or reselling any Restricted Stock, except for such distributions and dispositions as are both explicitly permitted under this Agreement and the Stockholders Agreement and effected in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the
(i) the transfer, sale, assignment, pledge, hypothecation or other disposition is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws, or (ii) the Executive shall have furnished the Company with an opinion of counsel (which counsel and the form and substance of which opinion shall be reasonably satisfactory to the Company), to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and the rules and regulations in effect thereunder and under all applicable state securities or "blue sky" laws.
Investment Intention; No Resales. The Executive shall retain the shares of Common Stock and options to acquire Common Stock for investment, solely for such Executive's own account and not with a view toward, or for resale in connection with, the distribution or other disposition thereof.
Investment Intention; No Resales. Such Investor is acquiring the Unit Shares hereunder for the purpose of investment and not with a view to, or for resale in connection with, the distribution thereof, and not with any present intention of distributing such Unit Shares and has no present plan or intention to Sell any of the Unit Shares acquired pursuant to any of the transactions contemplated hereby (other than incurring Liens in connection with the borrowing of money, in each case in accordance with the terms, and subject to the conditions, of the Stockholders Agreement). For this purpose, the term “Sell” means to sell, exchange, contribute, distribute or otherwise dispose of, to pledge or otherwise encumber, or to enter into a short sale, equity swap, option or other risk-reducing transaction with respect to, the subject property. Such Investor acknowledges that any direct or indirect offer, transfer, sale, assignment, pledge, hypothecation or other disposition of any such Unit Shares shall be subject to the provisions of the Stockholders Agreement.
