Investment Matters. Each Member, severally and not jointly, hereby warrants and represents to the Company and to each other Member that (i) such Member is acquiring his, her or its Units solely for investment and not with a view to the distribution or resale thereof or to divide his or its participation with others, (ii) such Member is acquiring his, her or its Units with his, her or its own funds and for his, her or its own account and not on behalf of any other Person, (iii) neither such Member nor any other Person acting on his, her or its behalf has paid any commission or other compensation to any Person in connection with such Member’s acquisition of his, her or its Units, and (iv) such Member acknowledges that none of the Units has been registered or qualified under the Securities Act of 1933, as amended from time to time (the “Securities Act”), or any applicable state securities laws, and, in addition to the other restrictions on disposition contained in this Agreement, the Units may not be sold, transferred or otherwise disposed of in whole or in part unless a registration statement under the Securities Act with respect to such Units and qualification in accordance with all applicable state securities laws has become effective, or unless such Member establishes to the satisfaction of the Company that an exemption from such registration and qualification is available.
Investment Matters. The Common Stock to be issued to Buyer hereunder will be acquired for its own account and not on behalf of any other Person, and all such securities are being acquired by Buyer for investment purposes only and not with a view to, or for sale in connection with, any resale or distribution of such securities. Buyer has had the opportunity to ask questions and receive answers from Ontro concerning Ontro, and has, to its Knowledge, been furnished with all of the information about Ontro which it has requested. Buyer is an "accredited investor" as defined in Rule 501(a) of the Securities Act, and to its Knowledge has been fully appraised of all facts and circumstances necessary to permit it to make an informed decision about acquiring such securities, has sufficient knowledge and expertise in business and financial matters that it is capable of evaluating the merits and risk of the investment in such securities, and has the capacity to protect its own interests in connection with the transactions contemplated by this Agreement. Buyer has been advised by Ontro and understands that (a) the securities to be issued hereunder will not be registered under any securities laws, including without limitation, the securities laws of the United States or any other jurisdiction, (b) such securities must be held indefinitely unless and until they are subsequently registered or an exemption from registration becomes available, (c) except as otherwise provided in this Agreement, Ontro is under no obligation to register such securities, (d) the securities shall bear appropriate restrictive legends, (e) Ontro shall have the right to place stop transfer orders against the securities, and (f) such securities shall be "restricted securities" under Rule 144 of the Securities Act.
Investment Matters. (a) Seller confirms that the Rom Tech Stock to be received by Seller will be acquired for investment for Seller's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof except in accordance with the Securities Act of 1933, as amended (the "Act"), and that Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. Seller represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Rom Tech Stock.
(b) Seller has received and examined: (i) Buyer's Quarterly Report on Form 10- QSB for the quarter ended September 30, 1996; (ii) Buyer's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1996; (ii) Buyer's Prospectus dated October 13, 1995; (iv) Buyer's Current Report on Form 8-K dated April 30, 1996; and (v) Buyer's Current Report on Form 8-K dated April 4, 1996. Seller believes it has received all the information it considers necessary or appropriate for deciding whether to acquire the Rom Tech Stock. Seller represents that it has had an opportunity to ask questions and receive answers from Buyer regarding the Rom Tech Stock, the Business, properties, prospects and financial condition of the Company. The foregoing, however, does not limit or modify the representations and warranties of Seller in Section 4 of this Agreement or the right of Buyer to rely thereon.
(c) Seller acknowledges that it is able to fend for itself, can bear the economic risk of its investment in Rom Tech Stock, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in Rom Tech Stock.
(d) Seller understands that the Rom Tech Stock it is acquiring is characterized as "restricted securities" under the federal securities laws inasmuch as it is being acquired from the Buyer in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, Seller represents that it is familiar with the Securities and Exchange Commission's ("SEC") Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.
(e) Without in any way limiting the representations set fo...
Investment Matters. (a) Shareholder is acquiring Buyer Common Stock for investment purposes, for his own account and not with a view to distribution or resale thereof or to divide its participation with others. Shareholder is an “accredited investor” as defined in Regulation D promulgated under the Securities Act. Shareholder has knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of an investment in Buyer Common Stock. Shareholder acknowledges that he has received and has reviewed all material and relevant information concerning Buyer, which the Company has furnished to Shareholder, and has had the opportunity to ask questions of, receive answers from and obtain additional information from Buyer concerning the business and financial condition of Buyer.
(b) Shareholder understands, acknowledges and agrees that: (a) no shares of Buyer Common Stock have been registered or qualified under the Securities Act, or under any securities Laws of any state of the United States or other jurisdiction, in reliance upon specific exemptions thereunder for transactions not involving any public offering; (b) Buyer Common Stock constitutes “restricted securities” as defined in Rule 144 under the Securities Act; (c) Buyer Common Stock is neither traded nor tradable on any securities exchange or over-the-counter; and (d) no shares of Buyer Common Stock may be sold, transferred or otherwise disposed of unless a registration statement under the Securities Act with respect to such shares and qualification in accordance with any applicable state securities Laws becomes effective or unless an exemption from such registration and qualification is available and demonstrated to the reasonable satisfaction of Buyer and its counsel. Shareholder will refrain from transferring or otherwise disposing of any of shares of Buyer Common Stock acquired hereunder or any interest therein in any manner that may cause Buyer or Shareholder to be in violation of the Securities Act or any applicable state securities Laws; and further, Shareholder may only transfer Buyer Common Stock pursuant to the Stockholders’ Agreement attached hereto as Exhibit B.
Investment Matters. (a) The Purchase Shares are being sold to the Purchaser in reliance upon an exemption from the registration requirements of the Securities Act and are not registered under the Securities Act.
(b) The Purchaser is not a U.S. person (as such term is defined in Regulation S under the Securities Act (“Regulation S”)) and is located outside the United States.
(c) The Purchaser is not acquiring the Purchase Shares with a view to the resale, distribution or other disposition thereof to a U.S. person in violation of the registration requirements of any securities laws, including the U.S. securities laws.
(d) The Purchaser has not entered into any contractual arrangement with any distributor (as such term is defined in Regulation S) with respect to the distribution of the Purchase Shares to a U.S. person.
(e) The Purchaser hereby acknowledges that (i) the Company is subject to the Securities Act, the U.S. Securities Exchange Act of 1934, as amended, and (ii) the Company is therefore required to publish certain business and financial information in accordance with such laws as well as the rules and practices of such exchanges (the “Exchange Information”), which includes, among other things, a description of the Company’s principal activities and balance sheet, income statement and cash flow statement and any information relating to the Company and its Subsidiaries which is necessary to enable the holders of the shares of capital stock of the Company and the public to appraise the position of the Company and its Subsidiaries, and that it is able to obtain or access the Exchange Information without undue difficulty; (iii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Purchase Shares and (iv) it has made its own investment decision regarding the Purchase Shares based on its own knowledge (and information it may have or which is publicly available) with respect to the Purchase Shares and the Company.
Investment Matters. Seller is acquiring the New Horizons Stock for investment purposes, for its own account and not with a view to distribution or resale thereof or to divide its participation with others; provided, however, Seller may elect to transfer the New Horizons Stock to the Principals, who hereby confirm that they will thereby acquire the New Horizons Stock for investment purposes, for their own account and not with a view to distribution or resale thereof or to divide his participation with others. Seller and the Principals both meet the definition of "accredited investor" as defined in Regulation D, 17 C.F.R. Sec. 230.501(a), under the Securities Act of 1933, as amended (the "ACT"). Seller and the Principals both have knowledge and experience in financial and business matters such that they are capable of evaluating the merits and risks of an investment in the New Horizons Stock. Seller and the Principals acknowledge that they have received and have reviewed the following documents (collectively, the "NEW HORIZONS' DISCLOSURE DOCUMENTS"): (a) New Horizons' most recent Proxy Statement, (b) New Horizons' most recent Annual Report on Form 10-K, (c) New Horizons' Form 10-Q Quarterly Report(s) for the fiscal quarter(s) subsequent to such Annual Report, and (d) all other material and relevant information concerning New Horizons, which New Horizons has furnished in accordance with the rules of the Securities and Exchange Commission ("SEC"), and have had the opportunity to ask questions of, receive answers from and obtain additional information from New Horizons concerning the business and financial condition of New Horizons. Seller and the Principals understand, acknowledge and agree that: (i) none of the New Horizons Stock will be registered under the Act and that all of the New Horizons Stock will constitute "restricted securities" as defined in Rule 144 (or its successor) under the Act; (ii) the New Horizons Stock must be held indefinitely unless it is registered under the Act or an exemption from registration is available; (iii) neither New Horizons nor Buyer is under any obligation or has made any commitment to provide any such registration or to take such steps as are necessary to permit sale without registration pursuant to Rule 144 under the Act or otherwise; (iv) at such time as the New Horizons Stock may be disposed of in routine sales without registration in reliance on Rule 144 under the Act, such disposition can be made only in limited amounts in accordance w...
Investment Matters. The CW Common Stock to be issued to the Shorco Shareholders pursuant to the Merger has not and will not be registered under the Act or any state securities law, and is being issued in reliance upon representations made by the Shorco Shareholders herein and exemptions from such registration requirements that are available only if the CW Common Stock is not being offered to the public and is being acquired for investment and not with a view to its distribution or sale. CW will cause an appropriate legend stating these restrictions to be placed on all stock certificates issued by it pursuant to this Agreement.
Investment Matters. Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 5, no registration under the Securities Act is required for the offer and sale of the Shares to the Purchasers hereunder. The Shares (i) were not offered to the Purchasers by any form of general solicitation or general advertising and (ii) are not being offered to the Purchasers in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.
Investment Matters. Section 3.2
Investment Matters. 34 3.34 DISCLOSURE...................................................... 35
