Common use of QUALIFICATION OF STOCKHOLDERS Clause in Contracts

QUALIFICATION OF STOCKHOLDERS. Xx. Xxxxxxxx (i) is an "accredited investor" within the meaning of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), and is acquiring the UAG Common Stock to be issued pursuant to the terms of this Agreement 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 Xx. Xxxxxxxx'x 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 UAG 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 certificates 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.

QUALIFICATION OF STOCKHOLDERS. Xx. Xxxxxxxx Each Stockholder (i) is an "accredited investor" within the meaning of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), and is acquiring the UAG Common Stock to be issued pursuant to the terms of this Agreement 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 Xx. Xxxxxxxx'x his 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; and (iv) acknowledges that the UAG 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 certificates 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.

QUALIFICATION OF STOCKHOLDERS. Xx. Xxxxxxxx Each of the Stockholders (i) is an "accredited investor" within the meaning of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), and is acquiring the UAG World Access Common Stock to be issued pursuant to in the terms of this Agreement 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 UAG World Access 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 Xx. Xxxxxxxx'x such Stockholder's investment intent as expressed herein; (iii) is able to bear the economic risk of investment in such UAG World Access 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 World Access Common Stock; (iv) acknowledges that has personally been provided with all information or been given access to all information with respect to World Access which such Stockholder believes might affect such Stockholder's decision whether to effect the UAG 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 hereinMerger; and (viv) understands and acknowledges that such UAG World Access Common Stock will be "restricted securities" as that term is defined in Rule 144 under the Securities Act and that the certificates Certificate representing such UAG World Access 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 World Access that such transfer is exempt therefrom is delivered to UAG World Access or (B) the transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities law. In determining to proceed with the transaction contemplated hereby, each of the Stockholders has relied solely on the results of his own independent investigation with respect to World Access and the World Access Shares, upon the representations and statements of World Access set forth herein and upon the World Access SEC Reports (as hereinafter defined). Each of the Stockholders acknowledges that the representations and statements to the Stockholders by World Access set forth herein and in the World Access SEC Reports constitute the sole and exclusive representations, warranties, covenants and statements of World Access or any of its officers, directors, stockholders or other affiliates in connection with the transactions contemplated hereby, and each of the Stockholders understands, acknowledges and agrees that all other representations, warranties, covenants and statements of any kind or nature, whether oral or contained in any writing other than this Agreement and each of the other documents contemplated hereby, are specifically disclaimed by World Access.

QUALIFICATION OF STOCKHOLDERS. Xx. Xxxxxxxx Each Stockholder (i) is an "accredited investor" within the meaning of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), and is acquiring the UAG Common Stock to be issued pursuant to the terms of this Agreement 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 Xx. Xxxxxxxx'x Xxxx'x 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 UAG 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 certificates 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.