Purchase for Own Account; Accredited Investor. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Shares. The Purchaser has not been formed for the specific purpose of acquiring the Shares. The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
Purchase for Own Account; Accredited Investor. Parent and Merger Sub represent and warrant that each is acquiring the Shares pursuant to the terms and conditions of this Agreement for their own account and for investment purposes only and not with a view towards, and neither has any present intention, agreement or arrangement regarding, the distribution, transfer, assignment, resale or subdivision of the Shares. Parent and Merger Sub have conducted and are relying solely upon their own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company and its Subsidiaries and acknowledges that each has been provided access to the properties, premises and records of the Company and its Subsidiaries for this purpose. Parent and Merger Sub represent that each is experienced in investment matters, fully understands the Merger and the Transactions, has the knowledge and experience in financial matters as to be capable of evaluating the merits and risks of its investment in the Shares and has the financial ability and resources to bear the economic risks of its investment in the Shares. Parent and Merger Sub represent that each is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D of the Securities Act.
Purchase for Own Account; Accredited Investor. The Purchased Shares to be acquired by the Purchaser pursuant to this Agreement are being acquired for its own account and not with a view to or for sale in connection with any distribution of such shares. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the risks of the proposed investment in such shares and is able to bear the economic risk of the investment in such shares. The Purchaser is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.
Purchase for Own Account; Accredited Investor. (a) Each Seller, severally, for himself, herself or itself, represents and warrants that it is acquiring the Purchaser Common Stock pursuant to the terms and conditions of this Agreement for investment only, for its own account, and not with a present view toward the distribution or resale thereof. Each Seller represents that it is experienced in investment matters, fully understands the Transactions, has the knowledge and experience in financial matters as to be capable of evaluating the merits and risks of its investment and has had the financial ability and resources to bear the economic risks of its investment.
(b) Each Seller represents that it is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D of the Securities Act or a non-U.S. Person as that term is defined in Regulation S of the Securities Act.
Purchase for Own Account; Accredited Investor. To the Knowledge of the Company, each of the Company Stockholders is acquiring the Stock Portion of the Merger Consideration pursuant to the terms and conditions of this Agreement for its own account and for investment purposes only and not with a view towards, and has no present intention, agreement or arrangement regarding, the distribution, transfer, assignment, resale or subdivision of the Stock Portion of the Merger Consideration. The Company has conducted and is relying solely upon its own independent review and analysis of the businesses, assets, condition, operations and prospects of Parent and acknowledges that it has been provided access to the properties, premises and records of Parent and its subsidiaries for this purpose. To the Knowledge of the Company, each of the Company Stockholders listed on Schedule 4.25 of the Company Disclosure Schedules is experienced in investment matters, fully understands the Merger and the Transactions, has the knowledge and experience in financial matters as to be capable of evaluating the merits and risks of its investment in the Stock Portion of the Merger Consideration and has the financial ability and resources to bear the economic risks of its investment in the Stock Portion of the Merger Consideration. To the Knowledge of the Company, each of the Company Stockholders listed on Schedule 4.25 of the Company Disclosure Schedules is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D of the Securities Act of 1933 (the “Securities Act”).
Purchase for Own Account; Accredited Investor. (a) Buyer is acquiring the Shares for its own account, not as a nominee or agent, and not with a view to the public resale or distribution of such securities within the meaning of the Securities Act, and has no present intention of selling, granting any participation in, or otherwise distributing the same, and has not been formed for the specific purpose of acquiring the Shares. Buyer is an “accredited investor” within the meaning of SEC Rule 501 promulgated under Regulation D, as presently in effect.
(b) Buyer acknowledges the Shares are not registered under the Securities Act or any applicable state securities law or other applicable Laws, and that such Shares may not be transferred or sold except pursuant to the registration provisions of such Securities Act or pursuant to an applicable exemption therefrom and pursuant to states securities laws and regulations as applicable.
Purchase for Own Account; Accredited Investor. Buyer is acquiring the Shares for its own account, not as a nominee or agent, and not with a view to the public resale or distribution of such securities within the meaning of the Securities Act, and has no present intention of selling, granting any participation in, or otherwise distributing the same, and has not been formed for the specific purpose of acquiring the Shares. Buyer is an “accredited investor” within the meaning of SEC Rule 501 promulgated under Regulation D, as presently in effect.
Purchase for Own Account; Accredited Investor. MCEL hereby confirms that the Horizon Note to be acquired by MCEL hereunder and the Horizon Shares issuable upon conversion of the Horizon Note (together, the “Horizon Securities”) will be acquired for investment for MCEL’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that MCEL has no present intention of selling, granting any participation in, or otherwise distributing the same. MCEL is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
Purchase for Own Account; Accredited Investor. Horizon hereby confirms that the MCEL Shares to be acquired by Horizon hereunder will be acquired for investment for Horizon’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Horizon has no present intention of selling, granting any participation in, or otherwise distributing the same. Horizon is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
