Investment Intentions Clause Samples

Investment Intentions. 21 3.2 Ownership and Status of Genesis Member Interests.....................

Investment Intentions. 13 3.04 Ownership and Status of the Company Capital Stock ....................

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.

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 ...

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.