Investment Intentions Sample Clauses

Investment Intentions. (a) The Genesis Member (i) will be acquiring the shares of Newco Common Stock to be issued pursuant to Section 2.4 to the Genesis Member solely for such Genesis Member's account, for investment purposes only and with no current intention or plan to distribute, sell, or otherwise dispose of any of those shares in connection with any distribution that is not made pursuant to an appropriate registration statement or in accordance with an applicable exemption promulgated under the Securities Act and any applicable state securities law; (ii) is not a party to any agreement or other arrangement for the disposition of any shares of Newco Common Stock other than this Agreement; (iii) unless disclosed otherwise on Schedule 3.1, is an "accredited investor" as defined in Securities Act Rule 501(a); and (iv) (A) is able to bear the economic risks of an investment in the Newco Common Stock acquired pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, (C) has such knowledge and experience in financial and business matters that the Genesis Member is capable of evaluating the merits and risks of the proposed investment in the Newco Common Stock, (D) has received and carefully reviewed the Recent SEC Documents and has had an adequate opportunity to ask questions and receive answers from the officers of JWCFS and Newco concerning any and all matters relating to the transactions contemplated hereby, including the background and experience of the current and proposed officers and directors of JWCFS and Newco, the plans for the operations of the business of Newco, and the business, operations, and financial condition of JWCFS and Newco, and (E) has asked all questions of the nature described in preceding clause (D), and all those questions have been answered to such Genesis Member's satisfaction. (b) The Genesis Member has no present plan, intention, or arrangement to dispose of any of the Newco Common Stock to be received in the LLC Exchange if such disposition would reduce the fair value of the Newco Common Stock (with such value measured as of the Closing Date) retained by the Genesis Member to an amount less than 50% of the fair value of the Genesis Membership Interests held by the Genesis Member immediately before the consummation of the LLC Exchange.
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Investment Intentions. 21 3.2 Ownership and Status of Genesis Member Interests.....................
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Investment Intentions. 19 3.03 Ownership and Status of the Company Capital Stock ..........
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Investment Intentions. Equity Holder (i) will be acquiring the --------------------- shares of Innotrac Common Stock to be issued pursuant to ARTICLE 3 to Equity Holder solely for Equity Holder's account, for investment purposes only and with no current intention or plan to distribute, sell, or otherwise dispose of any of those shares in connection with any distribution; (ii) is not a party to any agreement or other arrangement for the disposition of any shares of Innotrac Common Stock other than this Agreement; (iii) is an "accredited investor" as defined in Securities Act Rule 501(a); (iv) (A) is able to bear the economic risks of an investment in the Innotrac Common Stock acquired pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, (C) has such knowledge and experience in financial and business matters that the Equity Holder is capable of evaluating the merits and risks of the proposed investment in the Innotrac Common Stock, (D) has had an adequate opportunity to ask questions and receive answers from the officers of Innotrac concerning any and all matters relating to the transactions contemplated hereby, including the background and experience of the current and proposed officers and directors of Innotrac, the plans for the operations of the business of Innotrac, and the business, operations, and financial condition of the Entities, and (E) has asked all questions of the nature described in the preceding clause (D), and all those questions have been answered to Equity Holder's satisfaction; and (v) has received and carefully reviewed the Private Placement Memorandum.
Sample 1
Investment Intentions. (a) Each Company Shareholder (i) --------------------- will be acquiring the shares of Vail Banks Common Stock to be issued pursuant to Section 1.2 to the Company Shareholder solely for such Company Shareholder's account, for investment purposes only and with no current intention or plan to distribute, sell, or otherwise dispose of any of those shares in connection with any distribution; (ii) is not a party to any agreement or other arrangement for the disposition of any shares of Vail Banks Common Stock other than this Merger Agreement; (iii) unless disclosed otherwise in Section 4.2.13 of the Disclosure Memorandum, is an "accredited investor" as defined in Securities Act Rule 501(a); (iv) (A) is able to bear the economic risks of an investment in the Vail Banks Common Stock acquired pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, (C) has such knowledge and experience in financial and business matters that the Company Shareholder is capable of evaluating the merits and risks of the proposed investment in the Vail Banks Common Stock, (D) has had an adequate opportunity to ask questions and receive answers from the officers of Vail Banks concerning any and all matters relating to the transactions contemplated hereby, including the background and experience of the current and proposed officers and directors of Vail Banks, the plans for the operations of the business of Vail Banks, the business, operations, and financial condition of Vail Banks, and any plans of Vail Banks for additional acquisitions, and (E) has asked all questions of the nature described in preceding clause (D), and all those questions have been answered to such Company Shareholder's satisfaction. (b) There is no plan or intention by any Company Shareholder who owns one percent (1%) or more of the Company Common Stock and to the best of the knowledge of management of the Company, there is no plan or intention on the part of the remaining shareholders of the Company to sell, exchange, or otherwise dispose of a number of shares of Vail Banks Common Stock received in the merger that would reduce the Company Shareholders' ownership of Vail Banks Common Stock to a number of shares having a value, as of the date of the Closing, of less than forty-five percent (45%) of the value of all of the formerly outstanding stock of the Company as of the date of the Closing. For purposes of this representation, shares of Company Common Stock exchanged for cash or other ...
Sample 1
Investment Intentions. CK Witco (i) will be acquiring the Consideration Securities solely for its account, for investment purposes only and with no current intention or plan to distribute, sell, or otherwise dispose of any of the Consideration Securities; (ii) is not a party to any agreement or other arrangement for the disposition of any of the Consideration Securities; (iii) is an "accredited investor" as defined in Securities Act Rule 501(a) promulgated pursuant to the United States Securities Act of 1933, as amended; (iv) (A) is able to bear the economic risks of an investment in the Consideration Securities, (B) can afford to sustain a total loss of that investment, (C) has such knowledge and experience in financial and business matters that CK Witco is capable of evaluating the merits and risks of the proposed investment in the Consideration Securities, (D) has had an adequate opportunity to ask questions and receive answers from the officers of Yorkshire concerning any and all matters relating to the transactions contemplated hereby, Yorkshire and the Consideration Securities, including, the plans for the operations of the business of Yorkshire, the business, operations, and financial condition of Yorkshire, and any plans of Yorkshire, and (E) has asked all questions of the nature described in preceding clause (D), and all those questions have been answered to CK Witco's satisfaction.
Sample 1

Related to Investment Intentions

  • 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 Intent (a) The Holder of this Option, by acceptance hereof, acknowledges that this Option and the Shares to be issued upon exercise hereof (collectively, the "Securities") are being acquired for the Holder's own account for investment purposes only and not with a view to, or with any present intention of, distributing or reselling any of such Securities. The Holder acknowledges and agrees that the Securities have not been registered under the Securities Act or under any state securities laws, and that the Securities may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and registration or qualification under applicable state securities laws, except pursuant to an available exemption from such registration. The Holder also acknowledges and agrees that neither the Securities Exchange Commission ("SEC") nor any securities commission or other governmental authority has: (i) approved the transfer of the Securities or passed upon or endorsed the merits of the transfer of the Securities; or (ii) confirmed the accuracy of, determined the adequacy of, or reviewed this Option. The Holder has such knowledge, sophistication and experience in financial, tax and business matters in general, and investments in securities in particular, that it is capable of evaluating the merits and risks of this investment in the Securities, and the Holder has made such investigations in connection herewith as it deemed necessary or desirable so as to make an informed investment decision without relying upon the Company for legal or tax advice related to this investment. (b) The certificates evidencing any Shares issued upon the exercise of this Option shall have endorsed thereon (except to the extent that the restrictions described in any such legend are no longer applicable) the following legend, appropriate notations thereof will be made in the Company's stock transfer books, and stop transfer instructions reflecting these restrictions on transfer will be placed with the transfer agent of the Shares. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NO TRANSFER OF THE SECURITIES REPRESENTED HEREBY MAY BE MADE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION UNLESS THERE SHALL HAVE BEEN DELIVERED TO THE ISSUER A WRITTEN OPINION OF UNITED STATES COUNSEL OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

  • Status and Investment Intent (a) Status of the Purchaser. The Purchaser is either (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act or (ii) not a “U.S. person” within the meaning of Regulation S under the Securities Act.

  • Sub-Investment Advisers The Adviser may employ one or more sub-investment advisers from time to time to perform such of the acts and services of the Adviser, including the selection of brokers or dealers to execute the Trust's portfolio security transactions, and upon such terms and conditions as may be agreed upon between the Adviser and such sub-investment adviser and approved by the Trustees of the Trust, all as permitted by the Investment Company Act of 1940.

  • Community Engagement Integration Activities The SP will support the HSP to engage the community of diverse persons and entities in the area where it provides health services when setting priorities for the delivery of health services and when developing plans for submission to the LHIN including but not limited to CAPS and integration proposals.

  • Risk Management Instruments Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all derivative instruments, including, swaps, caps, floors and option agreements, whether entered into for the Company’s own account, or for the account of one or more of the Company Subsidiaries or its or their customers, were entered into (i) only in the ordinary course of business, (ii) in accordance with prudent practices and in all material respects with all applicable laws, rules, regulations and regulatory policies and (iii) with counterparties believed to be financially responsible at the time; and each of such instruments constitutes the valid and legally binding obligation of the Company or one of the Company Subsidiaries, enforceable in accordance with its terms, except as may be limited by the Bankruptcy Exceptions. Neither the Company or the Company Subsidiaries, nor, to the knowledge of the Company, any other party thereto, is in breach of any of its obligations under any such agreement or arrangement other than such breaches that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

  • TRANSACTIONS WITH OTHER INVESTMENT ADVISERS The Advisor is not an affiliated person of any investment adviser responsible for providing advice with respect to any other series of the Trust, or of any promoter, underwriter, officer, director, member of an advisory board or employee of any other series of the Trust. The Advisor shall not consult with the investment adviser of any other series of the Trust concerning transactions for the Fund or any other series of the Trust.

  • Investment Subadvisory Contracts (a) Subject to the provisions of the Agreement and Declaration of Trust and the 1940 Act, the Manager, at its expense, may, in its discretion, subject to approval by the Trust’s Board of Trustees and, if required by applicable law, the Trust’s shareholders, select and contract with one or more Subadvisers for the Fund with respect to all or a portion of the Fund’s assets. If the Manager retains a Subadviser hereunder, then unless otherwise provided in the applicable subadvisory agreement, the Subadviser (and not the Manager) shall have the obligation (as to the portion of the Fund’s assets for which it acts as subadviser) of furnishing continuously an investment program and determining which securities will be purchased or sold for the Fund, and what portion may be held uninvested, and placing all orders for the purchase and sale of portfolio securities for the Fund and selecting broker-dealers in connection therewith. (b) The Manager will be responsible for payment of all compensation to any Subadviser and other persons and entities to which Manager delegates any duties hereunder. (c) The Manager’s obligations to a Fund in respect of the performance by any Subadviser of its obligations in respect of the Fund shall be only those obligations set out in Section 2(b) of this Management Agreement and the applicable subadvisory agreement. Without limiting the generality of the foregoing, the Manager shall have no liability to the Fund or any of its shareholders or to any other person for the failure or refusal of any Subadviser to perform its obligations in respect of the Fund, including without limitation any mistake or error of judgment on the part of the Subadviser or any employee or agent of the Subadviser or any failure by the Subadviser to comply with applicable law, the applicable subadvisory agreement, any investment objective or policies of the Fund, or any instructions from the Board of Trustees or the Manager.

  • Investment Advisor The Buyer is an investment advisor registered under the Investment Advisors Act of 1940.

  • Interest Rate Risk Management Instruments (a) All interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements to which the Company or any of its Subsidiaries is a party or by which any of their properties or assets may be bound were entered into in the Ordinary Course of Business and in accordance with prudent banking practice and applicable rules, regulations and policies of Company Regulatory Agencies and with counterparties believed to be financially responsible at the time, and are legal, valid and binding obligations enforceable in accordance with their terms (except as may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors’ rights and remedies generally), and are in full force and effect. The Company and each of its Subsidiaries has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and, to the Knowledge of the Company, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder.

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