Investment Letter. Without limiting the generality of Section 4.1, unless the offer and sale of any shares of Warrant Stock shall have been effectively registered under the Securities Act, the Company shall be under no obligation to issue the Warrant Stock unless and until the Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that the Holder is acquiring such shares for its own account, for investment and not with a view to, or for sale in connection with, the distribution of any such shares.
Investment Letter. 22 LATEST POSSIBLE MATURITY DATE................................................................................22
Investment Letter. The Investment Letter, executed by the Sellers.
Investment Letter. Simultaneously with the delivery to the Holder of ----------------- certificates or other documents representing the Shares and/or any substitute Warrant, the Holder will execute and deliver to the Company a letter, in the following form of Exhibit 1.6 hereto, representing to the Company as follows:
(a) The Holder is acquiring the Shares and the Warrant for the Holder's own account (and not for the account of others), for investment and not with a view to the distribution or resale thereof;
(b) The Holder is an "accredited investor", as defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "1933 Act");
(c) The Holder understands that the Holder may not sell or dispose of the Shares or the Warrant in the absence of either a registration statement under the 1933 Act or an exemption from the registration provisions of the 1933 Act;
(d) The Holder understands that the Warrant and the Shares are subject to restrictions on transfer as provided in the Shareholders Agreement;
(e) The Holder understands and agrees that if he should decide to dispose of or transfer any of the Shares or the Warrant, he may dispose of them only (i) to an "accredited investor", (ii) in compliance with the 1933 Act, as then in effect, and (iii) upon delivery to the Company of an opinion, in form and substance reasonably satisfactory to the Company, of recognized securities counsel to the effect that the disposition or transfer is to be made in compliance with all applicable federal and state securities laws; and
(f) The Holder understands that stop-transfer instructions to the foregoing effect will be in effect with respect to the Shares and the Warrant.
Investment Letter. The letter to be furnished by each Institutional Accredited Investor which purchases any of the Private Certificates in connection with such purchase, substantially in the form set forth as Exhibit F-1 hereto; provided that Xxxxxxxxx or any of its Affiliates shall not be required to furnish an Investment Letter in connection with the initial registration or subsequent transfer to an Affiliate of the Private Certificates.
Investment Letter. At the Closing, the Shareholders shall execute and deliver to Parent the investment letter in the form attached hereto as Exhibit 5.9 (the "Investment Letter").
Investment Letter. The Holder agrees that the Shares acquired on exercise of this SAR shall be acquired for his or her own account for investment only and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act, or other applicable securities laws. If the Board of Directors or Committee so determines, any stock certificates issued upon exercise of this SAR shall bear a legend to the effect that the shares have been so acquired. The Corporation may, but in no event shall be required to, bear any expenses of complying with the Securities Act, other applicable securities laws or the rules and regulations of any national securities exchange or other regulatory authority in connection with the registration, qualification, or transfer, as the case may be, of this SAR or any Shares acquired upon the exercise thereof. The foregoing restrictions on the transfer of the Shares shall be inoperative if (a) the Corporation previously shall have been furnished with an opinion of counsel, satisfactory to it, to the effect that such transfer will not involve any violation of the Securities Act or other applicable laws or (b) the Shares shall have been duly registered in compliance with the Securities Act and other applicable securities laws. If the Shares are registered under the Securities Act, the Holder agrees that he will not make a public offering of the said Shares except on a national securities exchange on which the Shares of the Corporation are then listed.
Investment Letter. Pursuant to Section 8.9 hereof, and in acknowledgment of the restrictions on transfer of the MW Common Stock (i) described in this Section 1.10 above; and (ii) if applicable, required by the pooling of interests accounting method contemplated herein, each Shareholder shall deliver to Purchaser prior to Closing an executed letter in the form of Exhibit C hereto.
Investment Letter. Unless there is in effect a registration statement under the Securities Act, with respect to the issuance of the Option Shares (and, if required, there is available for delivery a prospectus meeting the requirements of Section 10(a)(3) of the Securities Act), the Holder (or, in the event of his death, the person exercising the Option) shall, as a condition to his right to exercise the Option, deliver to Holdings an agreement or certificate containing such representations, warranties, and covenants as Holdings may deem necessary or appropriate to ensure that the issuance of shares of Stock pursuant to such exercise is not required to be registered under the Securities Act or any applicable state securities law. It is understood and agreed that under no circumstance shall Holdings be obligated to file any registration statement under the Securities Act or any applicable state securities law to permit exercise of the Option or to issue any Stock in violation of the Securities Act or any applicable state securities law.
Investment Letter. Assuming the continuing accuracy of the representations set forth in the Investment Letter(s) delivered pursuant to this Agreement, the sale of any Series 2017-VFN Notes pursuant to the terms of this Agreement, the Indenture and the Series 2017-VFN Supplement will not require registration of such Series 2017-VFN Notes under the Securities Act.
