Investment Representation Letters. On the Closing Date, each of the Target Stockholders shall execute and deliver an Investment Representation Letter, in the form attached hereto as Exhibit A (the “Investor Representation Letter”), which contains certain representations designed to confirm the availability to the Company of the exemption from registration under Section 4(2) of the Securities Act in connection with the issuance of the Company Shares pursuant to this Agreement.
Investment Representation Letters. NeoPharm shall have received from each holder of Insys Common Stock a letter, in form and substance reasonably satisfactory to NeoPharm, (i) representing that such holder is acquiring the Merger Consideration for investment and not with a view to, or for sale in connection with, any distribution thereof, and (ii) acknowledging that the Merger Consideration will constitute “restricted securities” and may not be disposed of except pursuant to an effective registration statement under the Securities Act of 1933 or in a transaction that is exempt from registration under such act.
Investment Representation Letters. Company shall use reasonable efforts to cause each Company Stockholder to deliver an Investment Representation Letter to Acquirer prior to the Closing Date.
Investment Representation Letters. On or before the Closing Date, each of the Shareholders shall execute and deliver an Investment Representation Letter, in the form attached hereto as Exhibit B (the “Investor Representation Letter”), which contains certain representations designed to confirm the availability to the Parent of the exemption from registration under Rule 506 of the Securities Act in connection with the issuance of the Parent Common Stock pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, in the event that any Shareholder (a “Defaulting Shareholder”) is unable or fails to execute and deliver an Investor Representation Letter in favor of the Parent, or the Parent has a reasonable basis to believe that the representations of such Shareholder in the Investor Representation Letter are not true and correct in any material respects, then the Parent may in its sole and absolute discretion refuse to issue the Merger Consideration allocable to the Defaulting Shareholder.
Investment Representation Letters. Investment representation letters, each in form and substance reasonably satisfactory to the Buyer, containing representations and warranties substantially similar to those representations and warranties set forth in Sections 3.10, 3.11 and 3.12 hereof, duly executed by each Person (other than a Seller) receiving any Xxxxx/APC Equity Interests issued pursuant to this Agreement.
Investment Representation Letters. BEA shall have received from each holder of Seller Common Stock an investment representation letter in substantially the form of Exhibit 7.1.8 and the issuance of the BEA Common Stock ------------- as contemplated hereby shall, in the opinion of counsel to BEA, be exempt from the registration requirements of the Securities Act of 1933, as amended.
Investment Representation Letters. Z-Tel will have received, --------------------------------- from each Touch 1 Shareholder, representations and other information as to such Touch 1 Shareholder's suitability for an investment in Z-Tel Stock, and such other or additional assurances as Z-Tel may reasonably require to assure itself that the issuance of Z-Tel Stock pursuant to this Agreement will comply with applicable Securities Laws, in each case in form and substance reasonably satisfactory to Z-Tel and its legal counsel.
Investment Representation Letters. Acquirer (a) will have received an executed counterpart of the Investment Representation Letter executed by each Company Stockholder that will receive Acquirer Common Stock pursuant to the Merger, and (b) must be reasonably satisfied that all such Company Stockholders are "accredited investors" within the meaning of Regulation D promulgated under the Securities Act and consequently the issuance of Acquirer Common Stock pursuant to the Merger will qualify for exemption from registration pursuant to Rule 506 of such Regulation D.
Investment Representation Letters. Seller shall provide a certificate as to investment representations substantially in the form of Exhibit E1 or E2 from each Shareholder of Seller as of the Closing Date.
Investment Representation Letters. Company will use all reasonable efforts to cause each Company Noteholder and each member of Management to execute and deliver to Acquirer an Investment Representation Letter.
