Purchase Not for Distribution. The Shares to be acquired under the terms of this Agreement will be acquired by Buyer for its own account and not with a view to distribution. Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Buyer acknowledges that it is informed as to the risks of the transactions contemplated hereby and of ownership of the Shares. Buyer acknowledges that the Shares have not been registered under the Securities Act or any state or foreign securities laws and that the Shares may not be sold, transferred, offered for sale, assigned, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is pursuant to the terms of an effective registration statement under the Securities Act and the Shares are registered under any applicable state or foreign securities laws or sold pursuant to an exemption from registration under the Securities Act and any applicable state or foreign securities laws.
Appears in 3 contracts
Samples: Loss Portfolio Transfer Agreement (National General Holdings Corp.), Stock and Asset Purchase Agreement (Amtrust Financial Services, Inc.), Stock Purchase Agreement (Enstar Group LTD)
Purchase Not for Distribution. The Shares to be acquired under the terms of this Agreement will be acquired by Buyer National General for its own account and not with a view to distribution. Buyer National General is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Buyer National General acknowledges that it is informed as to the risks of the transactions contemplated hereby and of ownership of the Shares. Buyer National General acknowledges that the Shares have not been registered under the Securities Act or any state or foreign securities laws and that the Shares may not be sold, transferred, offered for sale, assigned, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is pursuant to the terms of an effective registration statement under the Securities Act and the Shares are registered under any applicable state or foreign securities laws or sold pursuant to an exemption from registration under the Securities Act and any applicable state or foreign securities laws.
Appears in 2 contracts
Samples: Stock Purchase Agreement (National General Holdings Corp.), Loss Portfolio Transfer Agreement (National General Holdings Corp.)