Common use of Investment Intentions Clause in Contracts

Investment Intentions. (a) Each Company --------------------- Shareholder who is to receive Vail Banks Common Stock in the Merger will agree in writing prior to being issued such shares of Vail Banks Common Stock that he or she (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 Company 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.

Investment Intentions. (a) Each Company --------------------- Shareholder who is to receive Vail Banks Common Stock in the Merger will agree in writing prior to being issued such shares of Vail Banks Common Stock that he or she The Selling Stockholder (i) will be acquiring the shares of Vail Banks IDG Common Stock to be issued pursuant to Section 1.2 2.04 to the Company Shareholder Selling Stockholder solely for such Company ShareholderSelling Stockholder'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 IDG Common Stock other than this Merger Acquisition Agreement; (iii) unless disclosed otherwise in Section 4.2.13 of the Company Disclosure Memorandumon Schedule 3.03, 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 IDG Common Stock acquired pursuant to this Acquisition 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 Selling Stockholder is capable of evaluating the merits and risks of the proposed investment in the Vail Banks IDG Common Stock, (D) has had an adequate opportunity to ask questions and receive answers from the officers of Vail Banks IDG 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 BanksIDG, the plans for the operations of the business of Vail BanksIDG, the business, operations, and financial condition of Vail Banksthe Other Founding Companies, and any plans of Vail Banks IDG 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 ShareholderSelling Stockholder's satisfaction.

Investment Intentions. (a) Each Company --------------------- Shareholder who is to receive Vail Banks Common Stock in the Merger will agree in writing prior to being issued such shares of Vail Banks Common Stock that he or she Selling Stockholder (i) will be acquiring the shares of Vail Banks IDG Common Stock to be issued pursuant to Section 1.2 2.04 to the Company Shareholder Selling Stockholder solely for such Company ShareholderSelling Stockholder'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 distributiondistribution that is not made pursuant to the Registration Statement or an applicable exemption under the Securities Act; (ii) is not a party to any agreement or other arrangement for the disposition of any shares of Vail Banks IDG Common Stock other than this Merger Agreement; (iii) unless disclosed otherwise in Section 4.2.13 of the Company Disclosure Memorandumon Schedule 3.02, 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 IDG Common Stock acquired pursuant to this Merger 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 Selling Stockholder is capable of evaluating the merits and risks of the proposed investment in the Vail Banks IDG Common Stock, (D) has had an adequate opportunity to ask questions and receive answers from the officers of Vail Banks IDG 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 BanksIDG, the plans for the operations of the business of Vail BanksIDG, the business, operations, and financial condition of Vail BanksIDG, and any plans of Vail Banks IDG 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 ShareholderSelling Stockholder's satisfaction.