Receiving Securities for Own Account Sample Clauses

Receiving Securities for Own Account. (a) Seller is receiving the Purchase Price Shares and the Warrant, as well as contingent rights to exercise the Warrant for the Warrant Shares (the Purchase Price Shares, the Warrant and the Warrant Shares, together hereinafter, the “Securities”) for the Seller’s own account and not with a present view towards the distribution thereof, except that Seller may distribute all or any portion of the Securities to the Representing Shareholders and the other shareholders of the Seller pursuant to an applicable exemption from registration under the Securities Act. Seller and Representing Shareholders receiving Securities from Seller understand that the Seller and Representing Shareholders must bear the economic risk of holding the Securities indefinitely, and that neither Seller nor Representing Shareholders may transfer or sell the Securities unless and until (i) such transfer or sale is registered pursuant to the Securities Act and any applicable state securities or blue sky laws or an exemption from such registration is available, and (ii) with respect to the Lock Up Shares (as defined in Section 10.5), the lock-up restrictions described in Article 10 have been satisfied or lapsed. (b) Seller and Representing Shareholders have been furnished all materials relating to the business, finances and operations of the Buyer and its subsidiaries and materials relating to the issuance of the Securities that have been requested by the Seller and Representing Shareholders. Seller and Representing Shareholders have been afforded the opportunity to ask questions of the Buyer’s management and have received satisfactory answers to any such inquiries. Seller and Representing Shareholders have had access to information concerning, the business, affairs and financial condition of Buyer in order to verify the accuracy of the Buyer SEC Reports (as defined in Section 4.2). (c) Seller and Representing Shareholders understand that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities. (d) Seller and Representing Shareholders understand that the Securities have not been registered under the Securities Act or any state securities laws, and except as otherwise expressly contemplated by Section 3.1(a) may not be transferred or sold unless and until such time as such Securities are registered under the Securities Act and, with respect to the Lock Up Shares (as defined in Section 1...
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Related to Receiving Securities for Own Account

  • Purchase for Own Account This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.

  • Acquisition for Own Account Purchaser is acquiring the Shares and the Conversion Shares for Purchaser's own account for investment only, and not with a view towards their distribution.

  • Purchase Entirely for Own Account 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.

  • Investment for Own Account The Securities are being issued to Laurus for its own account for investment only, and not as a nominee or agent and not with a view towards or for resale in connection with their distribution.

  • Purchases for Your Own Account You shall not purchase our Shares for your own account for purposes of resale to the public, but you may purchase Shares for your own investment account upon your written assurance that the purchase is for investment purposes and that the Shares will not be resold except through redemption by us.

  • Insurance for Own Account Nothing in Section 4.06 shall limit or prohibit (a) Owner from maintaining the policies of insurance required under Annex B with higher limits than those specified in Annex B, or (b) Mortgagee from obtaining insurance for its own account (and any proceeds payable under such separate insurance shall be payable as provided in the policy relating thereto); provided, however, that no insurance may be obtained or maintained that would limit or otherwise adversely affect the coverage of any insurance required to be obtained or maintained by Owner pursuant to this Section 4.06 and Annex B.

  • Own Account Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

  • Purchase for Investment Each Purchaser severally represents that it is purchasing the 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 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 Company is not required to register the Notes.

  • Nominees for Beneficial Owners In the event that any Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its election in writing delivered to the Company, be treated as the holder of such Registrable Securities for purposes of any request or other action by any holder or holders of Registrable Securities pursuant to this Agreement or any determination of any number or percentage of shares of Registrable Securities held by any holder or holders of Registrable Securities contemplated by this Agreement. If the beneficial owner of any Registrable Securities so elects, the Company may require assurances reasonably satisfactory to it of such owner's beneficial ownership of such Registrable Securities.

  • Cancellation of Converted Securities All Securities delivered for conversion shall be delivered to the Trustee to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09.

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