Investment Purposes Only. All shares acquired by the Optionee pursuant to this Agreement shall be acquired for investment purposes only for the account of the Optionee and not with any intention or purpose of resale or further distribution thereof by the Optionee. Such shares may not be resold except in compliance with the Securities Act of 1933 or an exemption therefrom. Nothing contained herein shall require the Company to register under the Securities Act of 1933 either the Plan, this option or any securities issued or issuable pursuant to this option.
Investment Purposes Only. DataMEG is acquiring Xxxxx Stock in connection with the transactions contemplated by this Agreement solely for his or her own account, for investment purposes only and not with a view to or any present intention of or effecting a resale in connection with, any distribution of such securities or underwriting of any of such stock, except through underwriters pursuant to a registration statement filed with the Securities and Exchange Commission or pursuant to an exemption from the registration requirements of federal and state securities laws.
Investment Purposes Only. Xxxxx is purchasing the Shares solely for its own account, for investment purposes only and not with a view to, or any present intention of resale in connection with effecting a distribution of such securities or any part thereof or underwriting of any such stock except through underwriters pursuant to a registration or an available exemption under applicable law. Xxxxx acknowledges that the Shares have not been registered under the Securities Act or the securities laws of any state or other jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state laws or exemption from such registration is available.
Investment Purposes Only. Each Rollover Member is acquiring the Consideration Shares under this Agreement for investment purposes only and not with a view to resale or distribution in violation of United States federal or state securities Laws or applicable Canadian securities Laws. The Rollover Member is acquiring the Consideration Shares as principal for his own account and not for the account or benefit of anyone other than such Rollover Member.
Investment Purposes Only. Buyer is purchasing the Shares for investment purposes only and not with a view toward sale or distribution. Buyer shall make no further sale or transfer of the Shares except in accordance with applicable state and federal securities laws and regulations.
Investment Purposes Only. The Investor (a) is acquiring the Shares for investment purposes only within the meaning of the Federal securities laws and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and (b) has no present intention to influence, control or otherwise direct the business, management or affairs or to otherwise influence or serve on the Board of Directors of the Company or any of its Subsidiaries other than as may be contemplated by this Agreement and Amendment No. 3 (as defined in Section 7.1(c)).
Investment Purposes Only. He, she or it is acquiring the Video Update Shares for its own account and not with a view to reselling or otherwise distributing such Video Update Shares in violation of any federal or state securities laws, and each understands and agrees that the transfer of the Video Update Shares to be issued hereunder is restricted and that the shares must be held unless (i) they are registered under the Securities Act of 1933, as amended (the "Act"), or (ii) an exemption from registration is available, and Video Update has received an opinion of counsel, in form and substance satisfactory to it, to such effect.
Investment Purposes Only. (a) Investor is acquiring the Securities (and, upon conversion of any Convertible Note, the Conversion Shares), for its own account, for investment and not with a view to the distribution thereof, nor with any present intention of distributing the same.
(b) Investor understands that the Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or registered or qualified under any state securities or "blue sky" laws, by reason of their issuance in a transaction which does not require registration under the Securities Act or registration or qualification under the securities or "blue sky" laws of any state, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or registered or qualified under applicable state securities or "blue sky" laws or is exempt from registration or qualification.
(c) Investor further understands that the exemption from registration afforded by Rule 144, promulgated by the SEC under the Securities Act, the provisions of which are known to the Investor, depends upon the satisfaction of various conditions and that, if applicable, Rule 144 affords the basis for sales under certain circumstances and only in limited amounts.
(d) Investor has been furnished with the information it has requested from the Company and has had an opportunity to discuss with officers of the Company the business and financial affairs of the Company.
(e) Investor has (i) such knowledge and experience in business and financial matters and with respect to investments in securities of publicly and privately held companies so as to enable it to understand and evaluate the risks of such investment and form an investment decision with respect thereto and (ii) has no need for liquidity in its investment in the Company and is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.
(f) Investor is an "accredited investor" as defined in Regulation D promulgated under the Securities Act and, if applicable, is an "Institutional Buyer" under the "blue sky" or securities laws of the state in which Investor resides.
Investment Purposes Only. Each Seller represents that he is acquiring the Video Update Shares for his own account and not for or on behalf of a U.S. Person (as defined in Regulation S promulgated under the Act, as amended) and not with a view to reselling or otherwise distributing such Video Update Shares in violation of any federal, state or provincial securities laws and understands and agrees that the Video Update Shares to be issued hereunder are restricted on transfer and must be held unless (i) they are registered under the Securities Act of 1933, as amended (the "Act") or (ii) an exemption from registration is available, and Video Update has received an opinion of counsel, in form and substance satisfactory to it, to such effect.
Investment Purposes Only. CPI represents that it is acquiring the ASTeX Shares and any additional shares issued pursuant to Section 2.1(c) for its own account and not with a view to reselling or otherwise distributing such shares in violation of any federal or state securities laws and understands and agrees that the shares to be issued hereunder are restricted on transfer and must be held unless (i) they are registered under the Securities Act of 1933, as amended (the "ACT") or (ii) an exemption from registration is available, and ASTeX has received an opinion of counsel, in form and substance satisfactory to it, to such effect.
