Non-Distributive Intent. The shares of CLMI stock being acquired by Xxxxx pursuant to this Agreement are not being acquired by Xxxxx with a view to the public distribution of them. Xxxxx acknowledges and agrees that the CLMI stock acquired by him pursuant to this Agreement has not been registered or qualified under federal or state securities laws, and may not be sold, conveyed, transferred, assigned or hypothecated without being registered under the Securities Act of 1933, as amended, and applicable state law, or in the alternative submission of evidence reasonably satisfactory to CLMI that an exemption from registration is available.
Non-Distributive Intent. The shares of Stock being purchased by Purchaser pursuant to this Agreement are not being acquired by Purchaser with a view to the public distribution of them.
Non-Distributive Intent. Each of the parties hereto, severally and not jointly, covenants and warrants that the shares received are acquired for his, her, or its own account and not with the present view towards the distribution thereof and he, she, or it will not dispose of such shares except (i) pursuant to an effective registration statement under the 1933 Act, or (ii) in any other transaction which, in the opinion of counsel acceptable to the issuer, is exempt from registration under the 1933 Act, or the rules and regulations of the SEC thereunder. In order to effectuate the covenants of this subsection, an appropriate legend will be placed upon each of the certificates of common stock issued or transferred pursuant to this Agreement, and stop transfer instructions shall be placed with the transfer agent for the securities.
Non-Distributive Intent. The Shares being purchased by Purchaser pursuant to this Agreement are being purchased for Purchaser's own account and are not being acquired by Purchaser with a view to the public distribution of them.
Non-Distributive Intent. The Shares of common stock that may be acquired by the Sellers pursuant to this Agreement are not being acquired by the Sellers with a view to the public distribution of them. Sellers acknowledge and agree that the Shares acquired by the Sellers pursuant to this Agreement have not been registered or qualified under federal or state securities laws, and may not be sold, conveyed, transferred, assigned or hypothecated without being registered under the Securities Act of 1933, as amended (the “Act”), and applicable state law, or in the alternative in accordance with Rule 144 of the Act or submission of evidence reasonably satisfactory to Buyer that another exemption from registration is available.
Non-Distributive Intent. Each of the Shareholders and Option Holders covenants and warrants that the shares/options received are acquired for his/her own account and not with the present view towards the distribution thereof and he/she will not dispose of such shares/options except (i) pursuant to an effective registration statement under the 1933 Act, or (ii) in any other transaction which, in the opinion of counsel acceptable to the issuer, is exempt from registration under the 1933 Act, or the rules and regulations of the SEC thereunder. In order to effectuate the covenants of this subsection 7.2, an appropriate legend will be placed upon each of the certificates of common stock of issued pursuant to this Agreement, and upon exercise of any option, and stop transfer instructions shall be placed with the transfer agent for the securities. Each Shareholder and/or Option Holder understands that each certificate for TUGBOAT Shares issued to the Shareholder or Option Holder, upon exercise of any option, or to any subsequent transferee, shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 7 and that TUGBOAT shall refuse to transfer the TUGBOAT Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Shareholders and Option Holders acknowledge they have respectively had an opportunity to receive and review TUGBOAT's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002 and the subsequently filed Quarterly Reports on Form 10-QSB (collectively, the "SEC Reports") through and including the date of this Agreement. The Shareholders and Option Holders further respectively acknowledge that TUGBOAT has given to the Shareholders and Option Holders, and their respective counsel, accountants and other advisors, agents, consultants and representatives, if any, full access to all of the properties, books, contracts, commitments and records of TUGBOAT and has furnished or will furnish all such information concerning TUGBOAT (including its operations, financial condi...
Non-Distributive Intent. The shares of Buyer's Common Stock being acquired by the shareholders of Seller pursuant to this Agreement are not being acquired by the shareholders of Seller with a view to the public distribution of them. Seller acknowledges and agrees that the Buyer's Common Stock acquired by the shareholders of Seller pursuant to this Agreement has not been registered or qualified under federal or state securities laws, and may not be sold, conveyed, transferred, assigned or hypothecated without being registered under the Securities Act of 1933, as amended, and applicable state law, or in the alternative submission of evidence reasonably satisfactory to Buyer that an exemption from registration is available. In the event that Seller in liquidation of its asset and winding down of its business, in contemplation of dissolution, distributes its remaining assets, in kind, pro rata to its shareholders, the Seller shall provide the opinion of its counsel to Buyer that the liquidating distribution is exempt from Registration under the Securities Act of 1935, which opinion shall cite the legal precedents upon which its relies in rendering such opinion.
Non-Distributive Intent. The Shares being acquired by Singer as part of the Purchase Price pursuant to this Agreement are not being acquired by Singer with a view to the public distribution of them.
Non-Distributive Intent. The shares of ATI Stock being purchased by the Company pursuant to this Agreement are not being acquired by the Company with a view to the public distribution of them.
Non-Distributive Intent. The Shareholder covenants and warrants that the shares received are acquired for his own account and not with the present view towards the distribution thereof and he will not dispose of such shares except (i) pursuant to an effective registration statement under the 1933 Act, or (ii) in any other transaction which, in the opinion of counsel acceptable to the issuer, is exempt from registration under the 1933 Act, or the rules and regulations of the SEC thereunder. In order to effectuate the covenants of this subsection 7.2, an appropriate legend will be placed upon each of the certificates of common stock of issued pursuant to this Agreement, and stop transfer instructions shall be placed with the transfer agent for the securities.
