Representations by Shareholders. Each Shareholder hereby represents and warrants, severally and not jointly, that the execution and delivery of this Agreement and compliance with the provisions hereof do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, or result in the creation of any lien in or upon any of the Subject Securities under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (A) any contract, agreement or instrument to which he is a party or (B) any statute, law, ordinance, rule or regulation or judgment, order, writ, injunction, stipulation or decree, in each case, applicable to him, other than any such conflicts, violations, breaches, defaults, rights, losses, liens or entitlements that individually or in the aggregate could not reasonably be expected to impair in any material respect his ability to perform his obligations under this Agreement.
Representations by Shareholders. Each Shareholder represents and warrants for himself that he is acquiring the Parent Common Stock for his own account for investment and not with a view toward resale or redistribution in a manner which would require registration under the Securities Act, and none of the Parent Common Stock is being acquired to cover short sale positions. Each Shareholder represents that he is an "accredited investor" as defined in Regulation D, and has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of accepting the Parent Common Stock in exchange for the Company Stock. Each Shareholder acknowledges that the shares of Parent Common Stock to be received in the Merger are not registered and may not be sold unless registered under the Securities Act and applicable state securities laws or exempted therefrom. Each Shareholder acknowledges that the shares of Parent Common Stock will bear a restrictive legend and that a "stop transfer" order will be placed against the shares. Each Shareholder represents that he has adequate means of providing for his current needs and possible personal contingencies, and has no need, and anticipates no need in the foreseeable future, to sell or transfer the shares of Parent Common Stock which he will receive in the Merger. In voting for the Merger, he has carefully evaluated his financial resources and investment position and the risks associated with an investment in the Parent Common Stock and is able to bear the economic risks of this investment and, consequently, without limiting the generality of the foregoing, he is able to hold the shares of Parent Common Stock for an indefinite period of time and has a sufficient net worth to sustain a loss of his entire investment in such shares in the event such loss should occur. Each Shareholder represents that it has been called to his attention by those individuals with whom he has dealt in connection with the Merger, that there are contingencies provided for in Section 6.7 below relating to the full vesting of the shares of Parent Common Stock which involves a high degree of risk which may result in the loss of the total amount of shares. Each Shareholders acknowledges that he has received no representations from the Parent, or its affiliates, or employees or agents, except as stated in this Agreement. Each Shareholder represents that he is now a bona fide resident of the state set forth on the signature page to his Investor Questio...
Representations by Shareholders. In order to provide documentation for reliance upon such exemptions, the approval by NDSCo and the Shareholders of this Agreement and the transactions contemplated hereby shall constitute the parties' acceptance of, and concurrence in, the following representations and warranties:
