Common use of Investment Representations of Purchaser Clause in Contracts

Investment Representations of Purchaser. Purchaser hereby represents and warrants that he is acquiring the Shares with his own funds for investment for an indefinite period for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject, nevertheless, to any requirement of law that the disposition of his property shall at all times be within his control. Purchaser further represents that he does not have any contract, undertaking, agreement or arrangement to sell, transfer, or grant participation to any third person, with respect to any of the Shares. Purchaser represents that he is able to fend for himself in the transaction contemplated by this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment, has the ability to bear the economic risks of his investment and has been furnished with and has had access to such information as would be made available in the form of a registration statement, together with such additional information as is necessary to verify the accuracy of the information supplied and to have all questions answered by the Company. Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), on the ground that the sale provided for in this Agreement is exempt pursuant to Section 3(b) or 4(2) of the Act, and that the Company’s reliance on such exemption is predicated on his representations set forth herein. Purchaser understands that if the Company does not register with the Securities and Exchange Commission pursuant to Sections 12 or 15 of the Securities Exchange Act of 1934 or if a registration statement covering the Shares (or a filing pursuant to the exemption from registration under Regulation A of the Act) under the Act is not in effect when he desires to sell the Shares, he may be required to hold the Shares for an indeterminate period. The Purchaser also acknowledges that he understands that any sale of the Shares which might be made by him in reliance upon Rule 144 under the Act may be made only in limited amounts in accordance with the terms and conditions of that Rule and that he may not be able to sell the Shares at the time or in the amount he so desires. Purchaser is familiar with Rule 144 and understands that the Shares constitute “restricted securities” within the meaning of that Rule. Purchaser agrees that in no event will he make a disposition of any of the Shares unless and until (a) he shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (b) he shall have furnished the Company with an opinion of counsel satisfactory to the Company to the effect that (i) such disposition will not require registration of such Shares under the Act, or (ii) that appropriate action necessary for compliance with the Act has been taken, or (c) the Company shall have waived, expressly and in writing, its rights under clauses (a) and (b) of this subparagraph. The Company shall be under no obligation to register such Shares.

Investment Representations of Purchaser. Purchaser hereby represents and warrants that he is acquiring the Shares with his own funds for investment for an indefinite period for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject, nevertheless, to any requirement of law that the disposition of his property shall at all times be within his control. Purchaser further represents that he does not have any contract, undertaking, agreement or arrangement to sell, transfer, or grant participation participations to any third person, with respect to any of the Shares. Purchaser represents that he is able to fend for himself in the transaction contemplated by this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment, has the ability to bear the economic risks of his investment and has been furnished with and has had access to such information as would be made available in the form of a registration statement, together with such additional information as is necessary to verify the accuracy of the information supplied and to have all questions answered by the Company. Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “"Act”"), on the ground that the sale provided for in this Agreement is exempt pursuant to Section 3(b) or 4(2) of the Act, and that the Company’s 's reliance on such exemption is predicated on his representations set forth herein. Purchaser understands that if the Company does not register with the Securities and Exchange Commission pursuant to Sections 12 or 15 of the Securities Exchange Act of 1934 or if a registration statement covering the Shares (or a filing pursuant to the exemption from registration under Regulation A of the Act) under the Act is not in effect when he desires to sell the Shares, he may be required to hold the Shares for an indeterminate period. The Purchaser also acknowledges that he understands that any sale of the Shares which might be made by him in reliance upon Rule 144 under the Act may be made only in limited amounts in accordance with the terms and conditions of that Rule and that he may not be able to sell the Shares at the time or in the amount he so desires. Purchaser is familiar with Rule 144 and understands that the Shares constitute “"restricted securities” " within the meaning of that Rule. Purchaser agrees that in no event will he make a disposition of any of the Shares unless and until (a) he shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (b) he shall have furnished the Company with an opinion of counsel satisfactory to the Company to the effect that (i) such disposition will not require registration of such Shares under the Act, or (ii) that appropriate action necessary for compliance with the Act has been taken, or (c) the Company shall have waived, expressly and in writing, its rights under clauses (a) and (b) of this subparagraph. The Except as provided in Section 7.3 of the Stock Purchase Agreement, the Company shall be under no obligation to register such Shares.

Investment Representations of Purchaser. Purchaser hereby --------------------------------------- represents and warrants that he is acquiring the Shares with his own funds for investment for an indefinite period for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject, nevertheless, to any requirement of law that the disposition of his property shall at all times be within his control. Purchaser further represents that he does not have any contract, undertaking, agreement or arrangement to sell, transfer, or grant participation participations to any third person, with respect to any of the Shares. Purchaser represents that he is able to fend for himself in the transaction contemplated by this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment, has the ability to bear the economic risks of his investment and has been furnished with and has had access to such information as would be made available in the form of a registration statement, together with such additional information as is necessary to verify the accuracy of the information supplied and to have all questions answered by the Company. Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “"Act”"), on the ground that the sale provided for in this Agreement is exempt pursuant to Section 3(b) or 4(2) of the Act, and that the Company’s 's reliance on such exemption is predicated on his representations set forth herein. Purchaser understands that if the Company does not register with the Securities and Exchange Commission pursuant to Sections 12 or 15 of the Securities Exchange Act of 1934 or if a registration statement covering the Shares (or a filing pursuant to the exemption from registration under Regulation A of the Act) under the Act is not in effect when he desires to sell the Shares, he may be required to hold the Shares for an indeterminate period. The Purchaser also acknowledges that he understands that any sale of the Shares which might be made by him in reliance upon Rule 144 under the Act may be made only in limited amounts in accordance with the terms and conditions of that Rule and that he may not be able to sell the Shares at the time or in the amount he so desires. Purchaser is familiar with Rule 144 and understands that the Shares constitute “"restricted securities” " within the meaning of that Rule. Purchaser agrees that in no event will he make a disposition of any of the Shares unless and until (a) he shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (b) he shall have furnished the Company with an opinion of counsel satisfactory to the Company to the effect that (i) such disposition will not require registration of such Shares under the Act, or (ii) that appropriate action necessary for compliance with the Act has been taken, or (c) the Company shall have waived, expressly and in writing, its rights under clauses (a) and (b) of this subparagraph. The Company shall be under no obligation to register such Shares.

Investment Representations of Purchaser. a. The Purchaser hereby represents and warrants that he (i) the Purchaser is acquiring the Shares with his own funds Stock for investment for an indefinite period for his the Purchaser's own account, not as a nominee or agent, for investment only and not with a view to the sale toward resale or other distribution of any part thereof, and that he has no present intention the Stock within the meaning of selling, granting participation in, or otherwise distributing the same, but subject, nevertheless, to any requirement of law that the disposition of his property shall at all times be within his control. Purchaser further represents that he does not have any contract, undertaking, agreement or arrangement to sell, transfer, or grant participation to any third person, with respect to any of the Shares. Purchaser represents that he is able to fend for himself in the transaction contemplated by this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment, has the ability to bear the economic risks of his investment and has been furnished with and has had access to such information as would be made available in the form of a registration statement, together with such additional information as is necessary to verify the accuracy of the information supplied and to have all questions answered by the Company. Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), on ; (ii) the ground that the sale provided for in this Agreement is exempt pursuant to Section 3(b) Purchaser has no present intention of selling or 4(2) otherwise disposing of all or any portion of the Act, Stock; and that (iii) the Company’s reliance on such exemption is predicated on his representations set forth herein. Purchaser understands that if the Company does Stock has not register with been registered under the Securities and Exchange Commission pursuant to Sections 12 or 15 of Act, in reliance upon exemptions contained in the Securities Exchange Act of 1934 and applicable regulations promulgated thereunder or if a registration statement covering the Shares (interpretations thereof, and cannot be offered for sale, sold or a filing pursuant to the otherwise transferred unless such sale or transfer is so registered or qualifies for exemption from registration under Regulation A the Securities Act. b. The Purchaser acknowledges that he has been advised by the Company that: (i) the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the Act) investment in the Stock unless the offer and sale of such Stock is subsequently registered under the Act and all applicable state or foreign securities laws or an exemption from such registration is available; (ii) it is not anticipated that there will be any public market for the Stock in effect when he desires to sell the Shares, he foreseeable future; (iii) the Stock may be required to hold the Shares for an indeterminate period. The Purchaser also acknowledges that he understands that any sale of the Shares which might be made by him in reliance upon Rule 144 under the Act may be made only in limited amounts in accordance with the terms and conditions of that Rule and that he may not be able to sell the Shares at the time or in the amount he so desires. Purchaser is familiar with Rule 144 and understands that the Shares constitute “considered "restricted securities” " within the meaning of that Rule. Purchaser agrees that in no event will he make a disposition of any of the Shares unless and until (a) he shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (b) he shall have furnished the Company with an opinion of counsel satisfactory to the Company to the effect that (i) such disposition will not require registration of such Shares Rule 144 promulgated under the Act; (iv) Rule 144 is not presently available with respect to the offers or sales of any securities of the Company, or (ii) that appropriate action necessary for compliance with the Act has been taken, or (c) and the Company shall have waived, expressly has made no covenant and in writing, its rights under clauses (a) and (b) of this subparagraph. The Company shall be is under no obligation to register make such Shares.Rule available; (v) when and if the Stock may be disposed of without registration under the Act in reliance on Rule 144, such disposition can be made only by certain persons in limited amounts in