Securities Laws Compliance Procedures. BF, Colucci and Bovi severally xxx xxx joinxxx acknowledge and confirm that each has been advised and understands as follows:
(a) the shares of common stock of the Surviving Corporation to be issued in the Merger will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and have not (and will not have) been registered under the 1933 Act and therefore, must be held indefinitely unless they are subsequently registered under such statute or an exemption from registration is available;
(b) The Surviving corporation will be under no obligation to register such shares under the 1933 Act or to take any action which would make available an exemption from such registration;
(c) There shall be endorsed on the certificates evidencing the shares of common stock of the Surviving corporation to be issued in the Merger a restrictive securities legend. Except under certain limited circumstances, the above restrictions on the transfer of such shares will also apply to any and all shares of capital stock or other securities issued or otherwise acquired with respect to such shares including, without limitation, shares and securities issued or acquired as a result of any stock dividend, stock split or exchange or any distribution of shares or securities pursuant to any corporate reorganization, reclassification or similar event.
Securities Laws Compliance Procedures. Optionee represents and acknowledges that (i) he or she knows, or has had the opportunity to acquire, all information concerning the business, affairs, financial condition and prospects of the Company which he or she deems relevant to making a fully informed decision regarding the consummation of the transactions contemplated hereby and (ii) he or she has been supplied with copies of the Company's latest annual report on Form 10-K, the Company's latest quarterly report on Form 10-Q, Company's latest proxy statement, and Company's latest annual report to shareholders. Without intending any limitation on the generality of the foregoing, Optionee understands and acknowledges that neither the Company nor anyone acting on its behalf has made any representations or warranties other than those contained herein respecting the Company or the future conduct of Company's business, and Optionee has not relied upon any representations or warranties other than those contained herein in the belief that they were made on behalf of the Company. Optionee further understands and acknowledges that, if Optionee is an Employee (as defined in the Plan) of the Company, the Fair Market Value of the Shares, and thus the value of the Option will depend, in part on the personal efforts and skills of Optionee in working for the Company.
Securities Laws Compliance Procedures. Each Stockholder represents and acknowledges that:
A. he or she is a sophisticated investor with knowledge and experience in business and financial matters, knows, or has had the opportunity to acquire, all information concerning the business, affairs, financial condition and prospects of Xxxxxx which he or she deems relevant to make a fully informed decision regarding the consummation of the transactions contemplated hereby and is able to bear the economic risk and lack of liquidity inherent in holding the common stock of Xxxxxx;
B. he or she has been supplied with or has access via the SEC website of copies of all Forms 10-K, 10-Q and 8-K, and all proxy statements, filed by Xxxxxx within the one-year period immediately preceding the Effective Date. Without limiting the foregoing, each Stockholder understands and acknowledges that neither Xxxxxx nor anyone acting on its behalf has made any representations or warranties other than those contained herein respecting Xxxxxx or the future conduct of Xxxxxx’x business or of Virgin’s business, and no Stockholder has relied upon any representations or warranties other than those contained herein in the belief that they were made on behalf of Xxxxxx;
C. he or she has been advised, understands, and agrees as follows:
(1) Stockholder is acquiring the shares of common stock of Xxxxxx to be issued to him or her for his or her own account and without a view to any distribution or resale thereof, other than a distribution or resale which, in the opinion of counsel for such Stockholder, which opinion shall be satisfactory in form and substance to Xxxxxx, may be made without violating the registration provisions of the Securities Act of 1933, as amended (the “Act”) or any applicable blue sky laws;
(2) Stockholder acknowledges that the shares of Xxxxxx Stock are “restricted securities” within the meaning of Rule 144 under the Act and have not been registered under the Act or any state securities laws and thereafter must be held indefinitely unless they are subsequently registered under the Act and any applicable state acts where registration may be required before sale or an exemption from such registration is available;
(3) Xxxxxx is under no obligation to register the shares of Xxxxxx Stock under the Act or any state securities law or to take any action that would make available an exemption from such registration;
(4) There shall be endorsed on the certificates evidencing the shares of common stock of Xxxxxx delivered a...
Securities Laws Compliance Procedures. Optionee represents and acknowledges that (i) it has had the opportunity to acquire all information concerning the business, affairs, financial condition and prospects of the Company which it deems relevant to making a fully informed decision regarding the consummation of the transactions contemplated hereby and (ii) it has been supplied with copies of the Company's latest annual report on Form 10-KSB, the Company's latest quarterly report on Form 10-QSB, Company's latest proxy statement, and Company's latest annual report to shareholders. Without intending any limitation on the generality of the foregoing, Optionee understands and acknowledges that neither the Company nor anyone acting on its behalf has made any representations or warranties other than those contained herein or in the related Agreement to Amend and Restate Debenture dated as of the date hereof respecting the Company or the future conduct of Company's business, and Optionee has not relied upon any representations or warranties other than those contained herein or therein otherwise in the belief that they were made on behalf of the Company.
Securities Laws Compliance Procedures. Domenico represents and acknowledges that:
(a) he is a sophisticated investor with knowledge and experience in business and financial matters, knows, or has had the opportunity to acquire, all information concerning the business, affairs, financial condition and prospects of SMCI which he deems relevant to make a fully informed decision regarding the consummation of the transactions contemplated hereby and is able to bear the economic risk and lack of liquidity inherent in holding SMCI's Stock.
(b) he has been supplied with copies of all Forms 10-K, 10-Q, and 8-K, and all proxy statements, filed by SMCI within the preceding three year period immediately preceding the date of this Agreement. Without limiting the foregoing, Domenico understands and acknowledges that neither SMCI nor anyone acting on its behalf has made any representations or warranties other than those contained in this Consulting and Non-Compete Agreement or the Asset Purchase Agreement respecting SMCI or the future conduct of SMCI's business, and Domenico has not relied upon any representations or warranties other than those contained in this Consulting and Non-Compete Agreement or the Asset Purchase Agreement in the belief that they were made on behalf of Betelgeuse or SMCI, as the case may be.
Securities Laws Compliance Procedures. Servxxxx xxxresents and acknowledges that:
Securities Laws Compliance Procedures. 25 (a) Knowledge Respecting the Buyer................................ 25 (b) Status of Shares to be Issued................................. 25 (c) Holding Period................................................ 26
Securities Laws Compliance Procedures. The parties to this Agreement acknowledge and confirm that each has been advised and understands that:
(a) the shares of common stock of the Surviving Corporation to be issued in the Merger will be exempt from registration under the 1933 Act pursuant to Section 4(2) thereof;
(b) the shares of common stock of the Surviving Corporation to be issued in the Merger will be "restricted securities" within the meaning of Rule 144 promulgated under the 1933 Act and have not (and will not have) been registered under the 1933 Act and therefore, must be held indefinitely unless they are subsequently registered under such statute or an exemption from registration is available; and
(c) there shall be endorsed on the certificates evidencing the shares of common stock of the Surviving Corporation to be issued in the Merger a restrictive securities legend.
Securities Laws Compliance Procedures. Optionee represents and acknowledges that (i) he or she knows, or has had the opportunity to acquire, all information concerning the business, affairs, financial condition and prospects of the Company which he or she deems relevant to making a fully informed decision regarding the consummation of the transactions contemplated hereby and (ii) he or she has been supplied with copies of the Company's periodic and other reports as filed with the Securities and Exchange Commission. Without intending any limitation on the generality of the foregoing, Optionee understands and acknowledges that neither the Company nor anyone acting on his or her behalf has made any representations or warranties other than those contained herein respecting the Company or the future conduct of Company's business, and Optionee has not relied upon any representations or warranties other than those contained herein in the belief that they were made on behalf of the Company. Optionee further understands and acknowledges that the Fair Market Value of the Shares, and thus the value of the Option will depend, in part on the personal efforts and skills of Optionee in working for or on behalf of the Company.
Securities Laws Compliance Procedures. 18 4.23 Statements True and Correct.................................................................... 20
