Purchase for Investment, Etc Sample Clauses

Purchase for Investment, Etc. Each Owner represents and warrants the ----------------------------- following to Premiere: (a) such Owner has accurately completed the Investor Questionnaire required by Premiere prior to or contemporaneous with the execution of the Transfer Agreement and the statements therein are true and correct and acknowledges that Premiere has relied upon such statements in entering into this Agreement; (b) such Owner is acquiring Premiere Stock for such Owner's own account and not with a view to or for sale in connection with any public distribution thereof within the meaning of the Securities Act; (c) such Owner (i) has sufficient knowledge and experience in financial and business matters to enable him, her or it to evaluate the merits and risks of an investment in Premiere Stock, (ii) has the ability to bear the economic risk of acquiring Premiere Stock for an indefinite period and to afford a complete loss thereof and (iii) has had an opportunity to ask questions of and to receive answers from the officers of Premiere and to obtain additional information in writing as requested, which has been made available to and examined by such Owner or such Owner's advisors; and (d) such Owner (i) acknowledges that Premiere Stock has not been registered under any securities laws and cannot be resold without registration thereunder or exemption therefrom, (ii) agrees not to transfer all or any Premiere Stock received by such Owner unless such transfer has been registered or is exempt from registration under applicable securities laws and (iii) acknowledges that the certificate(s) representing Premiere Stock shall bear the following legend with respect to the restrictions on transfer under applicable securities laws: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of applicable states or unless an exemption from such registration is available."

Purchase for Investment, Etc. That: (i) he or she is acquiring the Shares for his or her own account for investment only and not with a view to, or for sale in connection with, a distribution within the meaning of the Securities Act; (ii) he or she has no present intention of selling or otherwise disposing of any portion of the Shares being acquired by such Stockholder; (iii) he or she is familiar with the financial condition, product lines and present and prospective business affairs and prospects of the Company; (iv) he or she, or his or her representatives or agents, has had access to all information regarding the Company and its present and prospective business, assets, liabilities and financial condition and the backgrounds of the principals of the Company as he or she has deemed material to making the decision to acquire the Shares and has been afforded the opportunity to ask questions of and receive answers from the Company's senior management concerning present and prospective business prospects of the Company; (v) he or she has fully considered this information in valuing the Company and assessing the merits of the transactions contemplated by this Agreement and the Purchase Agreement; (vi) he or she recognizes that an investment in the Shares involves special, speculative and substantial risk because, among other things, the Company may pursue risky business strategies, the Shares are subject to significant legal and contractual restrictions upon resale and, in any case, there may be not a future market for resale of the Shares; (vii) he or she is able to fend for himself or herself in the transactions contemplated by this Agreement and the Purchase Agreement, and is, on his or her own or through his or her professional advisors, knowledgeable in business and financial matters; specifically, he or she is a senior level executive in the packaging industry with intimate knowledge of the economic condition and competitive factors affecting the industry and thus is uniquely capable of evaluating and has evaluated the affairs and prospectus of the Company and the merits of an investment in the Shares; (viii) he or she has made the determination to enter into this Agreement and the Purchase Agreement based upon his or her own independent evaluation and assessment of the value of the Company and its present and prospective business prospects and has not relied on, or been induced to enter into this Agreement or the Purchase Agreement on account of, any representation or warranty of ...

Purchase for Investment, Etc. Each Purchaser severally represents that it is purchasing the Notes to be purchased by it hereunder on the date of the Closing on which such Purchaser is purchasing Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may only be resold (in addition to the transfer restrictions set forth in Section 15.2) if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that no Obligor is required to register the Notes.

Purchase for Investment, Etc. Each Optionee (a) is an “accredited investor” as such term is defined under Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”); (b) understands that ownership of the Optioned Securities involves substantial risk and, is capable of bearing the economic risks associated with the investment in the Optioned Securities; (c) has performed its own due diligence in making the decision to invest in the Optioned Securities and has not relied on any statement, understanding, or representation of Sellers other than as expressly provided herein and understands that the Company is not a party to or bound by this Agreement; (d) has reviewed the Company’s filings pursuant to the Securities Exchange Act of 1934, as amended, and related exhibits (including documents relating to the Company’s preferred stock) through the date of this Agreement; and (e) upon exercise of the Option, is acquiring the Optioned Securities for his own account, for investment and not with a view to any “distribution” thereof within the meaning of the Securities Act, and has no present intention of selling, transferring, or otherwise distributing such securities.

Purchase for Investment, Etc. Each Company Stockholder represents and warrants that: (a) it is acquiring and will acquire the Exchange Shares for its own account for investment only and not with a view to, or for sale in connection with, a distribution within the meaning of the Securities Act; (b) it has no present intention of selling or otherwise disposing of any portion of the Exchange Shares; (c) it has had access to all information regarding the Purchaser and its present and prospective business, assets, liabilities and financial condition and the backgrounds of the principals of the Purchaser, as it has deemed material to making the decision to acquire the Exchange Shares and has been afforded the opportunity to ask questions of and receive answers from senior management of the Purchaser concerning present and prospective business prospects of the Purchaser; (d) it has fully considered this information in valuing the Purchaser and assessing the merits of the Transactions and is satisfied with the consideration it is receiving hereunder for the Company Shares; (e) it recognizes that there may be no future market for resale of the Exchange Shares; (f) it has knowledge in business and financial matters and accordingly is capable of evaluating and has evaluated the merits of the Transactions; (g) it has made the determination to enter into the Transactions based upon his or its own independent evaluation and assessment of the value of the Purchaser and its present and prospective business prospects and has not relied on, or been induced to enter into this Agreement on account of, any representation or warranty of any kind or nature, whether oral or written, express or implied, except for such representations and warranties of the Purchaser as are specifically set forth in this Agreement; and (h) it is financially capable of bearing a total loss of his investment in the Exchange Shares.

Purchase for Investment, Etc. (a) Such Owner is acquiring the RCG Common Stock for such Owner's own account and not with a view to or for sale in connection with any public distribution thereof within the meaning of the 1933 Act; (b) such Owner (i) has sufficient knowledge and experience in financial and business matters to enable him, her or it to evaluate the merits and risks of an investment in the RCG Common Stock, (ii) has the ability to bear the economic risk of acquiring the RCG Common Stock, (iii) has received and reviewed the RCG Documents identified in Section 7.8 below, and (iv) has had an opportunity to ask questions of and to receive answers from the officers of RCG and to obtain additional information in writing as requested, which has been made available to and examined by such Owner or such Owner's advisors; (c) such Owner (i) acknowledges that the RCG Common Stock has not been registered under any securities laws and cannot be resold without registration thereunder or exemption therefrom, (ii) agrees not to transfer all or any of the RCG Common Stock received by such Owner unless such transfer has been registered or is exempt from registration under applicable securities laws and (iii) acknowledges that the certificate(s) representing the RCG Common Stock shall bear a prominent legend with respect to the restrictions on transfer under applicable securities laws; and (d) such Owner has accurately completed the Investor Questionnaire required by RCG contemporaneous with the execution of this Agreement and the statements therein are true and correct.

Purchase for Investment, Etc. The representations and warranties made by you in Section 5 of the Securities Purchase Agreement are incorporated by reference herein as through made with respect to your investment in the Note, and in addition you represent and warrant: (a) that the execution and delivery of, and performance of your obligations under, the Loan Documents by you do not violate or constitute a default under, or require any consent, approval or authorization of (except for those which have been obtained), or other action by, any other Person under any material agreement or instrument to which you are party, or under any judgment, decree, order, law, statute, rule or regulation applicable to you and (b) that the Company and its Affiliates have not made any representations, warranties or covenants to you other than those incorporated by reference, in this Agreement in connection with your investment in the Note. The acceptance of the Note by you at the Closing shall constitute your confirmation of the foregoing representations and warranties. You understand and agree that the Note is being sold to you in a transaction which is exempt from the registration requirements of the 1933 Act, and that the Note will not be registered under the 1993 Act at issuance or in the future.

Purchase for Investment, Etc. (a) The Purchaser represents that it is purchasing the Preferred Securities for its own account or for one or more separate accounts maintained by it or for the account of one or more pension or trust funds or for resale to an Institutional Investor in a transaction which will not require registration of the Preferred Securities under the Securities Act and not with a view to the distribution thereof; provided, that the disposition of the Purchaser's or its property shall at all times be within the Purchaser's or its control. The Purchaser understands that the Preferred Securities have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Trust is not required to register the Preferred Securities under the Securities Act. (b) The Purchaser represents that it is an "accredited investor" within the meaning of Rule 501 under the Securities Act.

Purchase for Investment, Etc. The Issued Shares are being purchased for investment for Investor’s account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof. Investor has no present intention of selling, granting any participation in or otherwise distributing the Shares or any part thereof. Seller does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person with respect to any of the Shares.

Purchase for Investment, Etc. Each Purchaser is acquiring the Purchaser Shares for its own account as principal, with no view to any resale or distribution of any of the Purchaser Shares or any beneficial ownership in the Purchaser Shares, and each Purchaser has no present intent, agreement or understanding to sell, pledge or otherwise dispose of the Purchaser Shares or any beneficial interest in the Purchaser Shares to any other person or entity, other than as provided by the terms of the Xxxxxx Pledge Agreements. Each Purchaser understands that the Purchaser Stock has not been registered under the Act or applicable state securities laws, and therefore the Purchaser Shares may not be sold or otherwise transferred unless registered under the Act and any applicable state securities laws or unless an exemption from such registration is available; and these securities are also subject to, and the transfer of these securities is restricted by, the terms of the Xxxxxx Pledge Agreements and the Shareholders Agreement. The undersigned (i) is either knowledgeable with respect to the financial, business and tax aspects of ownership of the Purchaser Stock or has been represented by such a knowledgeable person in connection herewith and (ii) can bear the economic risk of an Investment in the Purchaser Stock, including the complete loss thereof.