Investment Undertaking. The Holder will hold the Option and the rights constituent thereto for investment and not with an intention of distribution, and upon exercise will deliver a letter confirming the Holder's nondistributive intent with respect to the shares of Corporation's $.01 par value common stock received as a result of the exercise of the Option.
Investment Undertaking. The Options may be exercised only by Holder except as provided for herein. The Holder will hold the Options and the rights constituent thereto for investment and not with an intention of distribution, and upon exercise will deliver a letter confirming the Holder's nondistributive intent with respect to the shares of the Employer’s common stock received as a result of the exercise of the Options.
Investment Undertaking. The Holder is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the shares of Restricted Stock. The Holder hereby represents and warrants that Holder will hold the Restricted Stock and the rights constituent thereto for investment for Holder’s own account only and without any present intention of distribution or sale.
Investment Undertaking. Such Investor is acquiring the Securities hereunder for its own account and with no present intention of distributing or selling such Securities and further agrees not to transfer such Securities in violation of the Securities Act or any applicable state securities law (it being understood that this representation and warranty does not limit such Investor's right to sell the Shares and Warrant Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws), and no one other than such Investor has any beneficial interest in the Securities (except for those individuals who hold dispositive or voting power over the Securities purchased by such Investor). Such Investor agrees that it will not sell or otherwise dispose of any of the Securities unless such sale or other disposition has been registered under the Securities Act or, in the opinion of counsel reasonably acceptable to the Issuer, is exempt from registration under the Securities Act and has been registered or qualified or, in the opinion of such counsel reasonably acceptable to the Issuer, is exempt from registration or qualification under applicable state securities laws; provided, however, that by making the representations herein, such Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. Such Investor understands that the offer and sale by the Issuer of the Securities being acquired by such Investor hereunder has not been registered under the Securities Act by reason of their contemplated issuance in transactions exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, and that the reliance of the Issuer on such exemption from registration is predicated in part on these representations and warranties of such Investor. Such Investor acknowledges that pursuant to Section 1.3 of this Agreement a restrictive legend consistent with the foregoing has been or will be placed on the certificates for the Securities. Such Investor is acquiring the Securities hereunder in the ordinary course of its business. Such Investor does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. 4.5 ACCREDITED INVESTOR. Such Investor is an...
Investment Undertaking. The Principal Shareholders confirm that the Xybernaut Shares to be issued to them pursuant to this Agreement will be "restricted securities" within the meaning of Rule 144 of the General Rules and Regulations under the Securities Act of 1933 ("Rule 144"). The Principal Shareholders are acquiring such shares for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act of 1933. The Principal Shareholders understand that, until registered as described below, such shares issued hereunder may not be disposed of for a period of at least one year (and possibly two years) pursuant to Rule 144. The Principal Shareholders understand that each must bear the economic risk of the investment indefinitely because, other than pursuant to the Registration Rights Agreement (as defined in Section 7.1(e)), such shares may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act of 1933 and applicable state securities laws or an exemption from registration is available. Each Principal Shareholder is a sophisticated investor who either (i) has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of this investment in the securities being acquired hereunder, or (ii) has obtained independent professional financial advice sufficient to enable him to evaluate the merits and risks of this investment in the securities being acquired hereunder.
Investment Undertaking. Manager shall use its Best Efforts to assure that the policies from time to time specified by the Board with regard to the protection of Company's investments are carried out. Any and all fees and costs incurred by Manager in performing such functions, whether payable to its Affiliates or independent Persons, shall be borne by Company.
Investment Undertaking. The Shareholders confirm that the shares of ---------------------- MedSource Common Stock to be issued to them pursuant to this Agreement will be "restricted securities" within the meaning of Rule 144 of the General Rules and Regulations under the Securities Act of 1933 ("Rule 144"). The Shareholders are acquiring such shares for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act of 1933. The Shareholders understand that such shares issued hereunder may not be disposed of for a period of at least one year (and possibly two years) pursuant to Rule 144. The Shareholders understand that each must bear the economic risk of the investment indefinitely because such shares may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act of 1933 and applicable state securities laws or an exemption from registration is available. Each Shareholder is a sophisticated investor who either (i) has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of this investment in the securities being acquired hereunder, or (ii) has obtained independent professional financial advice sufficient to enable him to evaluate the merits and risks of this investment in the securities being acquired hereunder. After MedSource has filed a registration statement with the Securities and Exchange Commission pursuant to the requirements of either the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, MedSource shall use its best efforts to file all reports required to be filed by it under the Securities Act and the Securities Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission thereunder to the extent required to enable the holders of the MedSource Shares to sell such Shares pursuant to Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission.
Investment Undertaking. The Options covered by this Agreement may be exercised only by Grantee during his lifetime, and in any event by March 5, 2004; provided, however, that the Closing of any proper exercise of the Option before March 5, 2004 may occur at any time after March 5, 2004 in accordance with the other provisions hereof and provided further that the final Closing shall occur, with respect to all or such portion of the Options as have been properly exercised before March 5, 2004, no later than the next day after the Corporation has given the Scheduling Notice regarding the final Closing. Grantee will hold this Option Agreement and the rights arising hereunder for investment, and not with a view to distribution, and upon exercise will deliver a letter confirming Grantee's non-distributive intent with respect to the shares of Common Stock received.
Investment Undertaking. JH acknowledges that the Preferred Shares to be issued pursuant to Section 4(a) of this Agreement and the shares of common stock, par value $.01 per share, of AAI issuable upon conversion of the Preferred Shares will be "restricted securities" within the meaning of Rule 144 of the General Rules and Regulations under the Securities Act of 1933 ("Rule 144"). JH is acquiring the Preferred Shares for its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act of 1933. JHHS and JHU are "accredited, investors," as defined in Rule 501 of Regulation D under the Securities Act of 1933. JH understands that Rule 144 requires that the Preferred Shares and the shares of common stock issuable upon conversion may not be disposed of for a period of at least one year. JH understands that it must bear the economic risk of the investment in the Preferred Shares and the shares of common stock issuable upon conversion of the Preferred Shares indefinitely because such shares may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act of 1933 and applicable state securities laws, or an exemption from registration is available.
Investment Undertaking. (a) Each Seller acknowledges that the Put Obligation will be a "restricted security" within the meaning of Rule 144 promulgated under the General Rules and Regulations of the Securities Act. Each Seller acknowledges that it is acquiring the Put Obligation for the Seller's own account and not with a view to its distribution within the meaning of Section 2(11) of the Securities Act. Each Seller acknowledges that the Seller understands that it must bear the economic risk of the investment indefinitely because the Put Obligation may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from registration is available.
(b) Each Seller is a sophisticated investor which either (i) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Put Obligation being acquired hereunder, or (ii) has obtained independent professional financial advice sufficient to enable it to evaluate the merits and risks of its investment in the Put Obligation being acquired hereunder.
(c) The only Seller who will be issued the Put Obligation pursuant to a trade (as such term is understood for the purposes of Canadian securities laws) in Canada is Livent. The Put Obligation to be issued to Livent is to be issued pursuant to the exemption set out in Section 72(1)(l) of the Securities Act (Ontario) and Section 2.11 of Rule 45-501 of the Ontario Securities Commission. Livent acknowledges that the assets being transferred to the Buyer in consideration for the Put Obligation have a fair value of not less than Canadian $150,000. Livent further acknowledges that the Put Obligation to be issued to it will be subject to hold periods under Canadian securities laws.
