Common use of INVESTMENT REPRESENTATIONS; LEGEND ON SHARES Clause in Contracts

INVESTMENT REPRESENTATIONS; LEGEND ON SHARES. (a) SBCL hereby acknowledges that (i) the shares of Series D Preferred Stock (or, if applicable, Conversion Shares) delivered pursuant to this Assets Purchase Agreement have not been registered under the Securities Act, and the resale of such shares is therefore subject to restrictions imposed by federal and state securities laws including without limitation that such shares cannot be sold or otherwise disposed of except in a transaction which is registered under the Securities Act or exempted from registration; (ii) ActaMed has advised SBCL, a reasonable time prior to the execution of this Assets Purchase Agreement, that the shares have not been registered under the Securities Act; and (iii) all certificates representing the shares delivered to SBCL shall be stamped or otherwise imprinted with a legend substantially in the following form (together with any other legend required by state law), and that stop transfer orders will be given to ActaMed's transfer agent: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACTS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACTS OR EXEMPTIONS FROM SUCH REGISTRATIONS ARE AVAILABLE." (b) SBCL is an accredited investor (as such term is defined in Rule 506 of Regulation D promulgated by the SEC) and is acquiring the shares of Series D Preferred Stock (and, if applicable, Conversion Shares) for its own account for investment purposes only, and not with a view to the distribution, transfer, or assignment of the same in whole or in part. SBCL has been represented by counsel and advisers, each of whom has been previously selected by SBCL, as SBCL has found necessary to consult concerning this Assets Purchase Agreement and the shares to be issued pursuant to this Assets Purchase Agreement. SBCL, either alone or with its representative(s), has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the prospective investment. SBCL and its counsel and other advisers have been provided with such information concerning ActaMed as they have deemed relevant with respect to SBCL's investment decision relating to the shares being delivered to it. SBCL has had a reasonable opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by this Assets Purchase Agreement, to discuss ActaMed's business, management and financial affairs with the management of ActaMed, and to obtain any additional information which ActaMed possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information furnished. SBCL has received satisfactory responses from management of ActaMed to SBCL's inquiries.

INVESTMENT REPRESENTATIONS; LEGEND ON SHARES. (a) SBCL Seller hereby acknowledges that (i) the shares of Series D Preferred Stock (or, if applicable, Conversion Shares) Consideration Shares delivered pursuant to this Assets Purchase Agreement have not been registered under the Securities Act, and the resale of such shares is therefore subject to restrictions imposed by federal and state securities laws including without limitation that such shares cannot be sold or otherwise disposed of except in a transaction which is registered under the Securities Act or exempted from registration; (ii) ActaMed Buyer has advised SBCLSeller, a reasonable time prior to the execution of this Assets Purchase Agreement, that the shares have not been registered under the Securities Act; and (iii) all certificates representing the shares delivered to SBCL Seller shall be stamped or otherwise imprinted with a legend substantially in the following form (together with any other legend required by state law), and that stop transfer orders will be given to ActaMedBuyer's transfer agent: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACTS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACTS OR EXEMPTIONS FROM SUCH REGISTRATIONS ARE AVAILABLE." (b) SBCL Seller is an accredited investor (as such term is defined in Rule 506 of Regulation D promulgated by the SEC) and is acquiring the shares of Series D Preferred Stock (and, if applicable, Conversion Shares) Consideration Shares for its own account for investment purposes only, and not with a view to the distribution, transfer, or assignment of the same in whole or in part. SBCL Seller has been represented by counsel and advisers, each of whom has been previously selected by SBCLSeller, as SBCL Seller has found necessary to consult concerning this Assets Purchase Agreement and the shares to be issued pursuant to this Assets Purchase Agreement. SBCLSeller, either alone or with its representative(s), has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the prospective investment. SBCL Seller and its counsel and other advisers have been provided with such information concerning ActaMed Buyer as they have deemed relevant with respect to SBCLSeller's investment decision relating to the shares being delivered to it. SBCL Seller has had a reasonable opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by this Assets Purchase Agreement, to discuss ActaMedBuyer's business, management and financial affairs with the management of ActaMedBuyer, and to obtain any additional information which ActaMed Buyer possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information furnished. SBCL Seller has received satisfactory responses from management of ActaMed Buyer to SBCLSeller's inquiries.

INVESTMENT REPRESENTATIONS; LEGEND ON SHARES. (a) SBCL UHC hereby acknowledges that the Preferred Shares (i) the shares of Series D Preferred Stock (or, if applicable, or Conversion Shares) delivered pursuant to this Assets Purchase Agreement have the Merger will not been be registered under the Securities Act, and the resale of such shares is will therefore be subject to restrictions imposed by federal and state securities laws including without limitation laws. UHC represents to and agrees with ActaMed and SubCorp as follows with respect to the Preferred Shares (and Conversion Shares): (a) It is acquiring the shares for its own account for investment purposes only, and not with a view to the distribution, transfer, or assignment of the same in whole or in part. (b) ActaMed and SubCorp have advised it, a reasonable time prior to the execution of this Agreement, that such the shares have not been registered under the Securities Act and, therefore, cannot be sold or otherwise disposed of except in a transaction which is registered under the Securities Act or exempted from registration; . (iic) It has been represented by counsel and advisers, each of whom has been previously selected by UHC, as UHC has found necessary to consult concerning this Agreement and the shares to be issued pursuant to this Agreement. UHC, either alone or with its representative(s), has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the prospective investment. (d) UHC and its counsel and other advisers have been provided with the information described in SECTION 4.30 and with such other information concerning ActaMed as they have deemed relevant with respect to UHC's investment decision relating to the shares being delivered to it. UHC has advised SBCL, had a reasonable time prior opportunity to ask questions and receive answers concerning the execution terms and conditions of the transactions contemplated by this Assets Purchase Agreement, to discuss ActaMed's business, management and financial affairs with the management of ActaMed and SubCorp, and to obtain any additional information which ActaMed or SubCorp possesses or can acquire without unreasonable effort or expense that is necessary to verify the shares have not been registered under accuracy of the Securities Act; information furnished. UHC has received satisfactory responses from management of ActaMed and SubCorp to UHC's inquiries. (iiie) UHC acknowledges that all certificates representing the shares delivered to SBCL UHC shall be stamped or otherwise imprinted with a legend substantially in the following form (together with any other legend required by state law), and that stop transfer orders will be given to ActaMed's transfer agent: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACTS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACTS OR EXEMPTIONS FROM SUCH REGISTRATIONS ARE AVAILABLE." (b) SBCL is an accredited investor (as such term is defined in Rule 506 of Regulation D promulgated by the SEC) and is acquiring the shares of Series D Preferred Stock (and, if applicable, Conversion Shares) for its own account for investment purposes only, and not with a view to the distribution, transfer, or assignment of the same in whole or in part. SBCL has been represented by counsel and advisers, each of whom has been previously selected by SBCL, as SBCL has found necessary to consult concerning this Assets Purchase Agreement and the shares to be issued pursuant to this Assets Purchase Agreement. SBCL, either alone or with its representative(s), has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the prospective investment. SBCL and its counsel and other advisers have been provided with such information concerning ActaMed as they have deemed relevant with respect to SBCL's investment decision relating to the shares being delivered to it. SBCL has had a reasonable opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by this Assets Purchase Agreement, to discuss ActaMed's business, management and financial affairs with the management of ActaMed, and to obtain any additional information which ActaMed possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information furnished. SBCL has received satisfactory responses from management of ActaMed to SBCL's inquiries.