Qualification of Shareholders. Each Shareholder, with respect to himself and not with respect to the other Shareholders, represents and warrants that he (i) is acquiring the Purchaser Stock to be issued in the Merger for his own account and not with a view to, or for resale in connection with, any distribution thereof; (ii) understands and acknowledges that such Purchaser Stock has not been registered under the Securities Act or any state securities laws by reason of certain exemptions from the registra- tion provisions thereof which depend upon, among other things, the bona fide nature of such Shareholder's investment intent as ex- pressed herein; (iii) is able to bear the economic risk of invest- ment in such Purchaser Stock and has such knowledge and experience in financial and business matters that he is capable of evaluating the risks and merits of such Purchaser Stock; and (iv) understands and acknowledges that such Purchaser Stock will be "restricted securities" as that term is defined in Rule 144 under the Securi- ties Act and that the certificate representing such Purchaser Stock will bear a legend restricting transfer unless (A) the transfer is exempt from the registration requirements under the Securities Act and any applicable state securities law and an opinion of counsel reasonably satisfactory to Purchaser that such transfer is exempt therefrom is delivered to Purchaser or (B) the transfer is made pursuant to an effective registration statement under the Securi- ties Act and any applicable state securities law
Qualification of Shareholders. Each Shareholder (i) is an "accredited investor" within the meaning of Regulation D of the Securities Act, and is acquiring the UAG Common Stock to be issued in the Mergers for his own account and not with a view to, or for resale in connection with, any distribution thereof; (ii) understands and acknowledges that such UAG Common Stock has not been registered under the Securities Act or any state securities laws by reason of certain exemptions from the registration provisions thereof which depend upon, among other things, the bona fide nature of such Shareholder's investment intent as expressed herein; (iii) is able to bear the economic risk of investment in such UAG Common Stock and has such knowledge and experience in financial and business matters that he is capable of evaluating the risks and merits of such UAG Common Stock; (iv) acknowledges that the Shares were not offered to him by means of publicly disseminated advertisements or sales literature, or as part of a general solicitation; (v) acknowledges that in deciding to proceed with the transaction set forth herein he has relied solely on his own independent investigation of UAG and upon the representations of UAG set forth herein; and (vi) understands and acknowledges that such UAG Common Stock will be "restricted securities" as that term is defined in Rule 144 under the Securities Act and that the certificate representing such UAG Common Stock will bear a legend restricting transfer unless (A) the transfer is exempt from the registration requirements under the Securities Act and any applicable state securities law and an opinion of counsel reasonably satisfactory to UAG that such transfer is exempt therefrom is delivered to UAG or (B) the transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities law.
