Securities Laws Representations. Purchaser is acquiring the ------------------------------- Shares for Purchaser's own account and not with a view to or for sale in connection with any distribution. Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of its investment in the Shares, is able to bear the economic risk of such investment and is able to protect the Purchaser's own interests in connection with this transaction. Purchaser acknowledges having had access to such information concerning Parent, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning an investment in the Shares. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware that the Shares have not been registered under the Securities Act and the Shares may not be transferred by Purchaser unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Shares shall not be transferred without registration under the Securities Act or an applicable exemption therefrom. Purchaser is an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act or an available exemption therefrom, all certificates representing Shares shall bear the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY.
Securities Laws Representations. The Seller acknowledges that the shares of DocuNet Common Stock to be delivered to the Seller pursuant to this Agreement have not been and will not be registered under the Securities Act or any other state securities laws, and therefore may not be resold without compliance with the Securities Act. The DocuNet Common Stock to be acquired by the Seller pursuant to this Agreement is being acquired solely for their own respective accounts, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution.
Securities Laws Representations. (a) Upon the acquisition of any shares of Common Stock pursuant to the exercise of the Option, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.
(b) Participant represents and warrants that Participant, either alone or with a representative advisor, has sufficient knowledge and experience in financial and business matters that Participant is capable of evaluating the merits and risks of this Option grant and, in the event such Option is exercised, the ownership of such shares of Common Stock.
Securities Laws Representations. Each Member, by executing this Agreement, hereby represents and warrants to the Company and to the Members that such Member (a) is aware that the acquisition of its Interest in the Company has not been registered under the Securities Act of 1933, as amended, or qualified under the securities laws of any state, (b) is acquiring its Interest in the Company solely for its own account and not for the account of any other Person, for investment only, and not with a view to or for sale in connection with any distribution of such Interest, (c) understands that the sale, pledge, assignment or other transfer of its Interest in the Company is limited by this Agreement and in any event may not be effected unless (i) the Transfer is registered and qualified under applicable securities laws, or is effected as a non-public offering that is exempt from the registration and qualification requirements of applicable securities laws, and (ii) the Person acquiring such Interest represents and warrants to the Company and to the Members that such Person is acquiring its Interest in the Company solely for its own account and not for the account of any other Person, for investment only, and not with a view to or for sale in connection with any distribution of such Interest, (d) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquiring its Interest in the Company, (e) acknowledges that there is no guarantee that the Company will be a financial success, and is able to bear the economic risk of the loss of its Interest in the Company, and (f) acknowledges that the Company and the Members are relying on the foregoing representations.
Securities Laws Representations. Buyer understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or under any applicable state securities laws, and that neither the Seller nor the Company have any obligation to register or qualify the Shares or the offer of the Shares to Buyer. Buyer is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act. Buyer further acknowledges and agrees that the offer and sale of the Shares to Buyer hereunder is exempt from any such registration requirements. Buyer understands that the Shares cannot be sold, assigned, or otherwise transferred unless they are subsequently registered under the 1933 Act and any applicable state securities laws or if an exemption from such registration or qualification is then available, and is aware that an investment in the Seller and Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. Buyer agrees to comply with all securities laws and regulations governing this transaction and any future disposition or transfer of the securities so that Buyer does not cause, directly or indirectly, this transaction to violate any applicable securities laws. Buyer is acquiring the Shares solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof other than in compliance with applicable securities laws.
Securities Laws Representations. The Purchased Securities are being acquired for Buyer’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder (collectively, the “Securities Act”), or any applicable state securities laws, and such Purchased Securities shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. Buyer’s knowledge and experience in financial and business matters are such that it is capable of evaluating the merits and risks of an investment in the Purchased Securities, Company Group and the Business. Buyer is an “accredited investor” as such term is defined in Regulation D under the Securities Act.
Securities Laws Representations. Such NGP Party is an “accredited investor,” as such term is defined in Regulation D promulgated under the Securities Act. The Partnership has made available and such NGP Party has reviewed such information as such NGP Party considers necessary or appropriate to evaluate the risks and merits of an investment in Common Units or other securities of the Partnership and the consummation of the Transactions. Such NGP Party has such knowledge and experience in financial, tax and business matters, including substantial experience in evaluating and investing in securities of entities and businesses similar to that of the Partnership, and has had an opportunity to ask all questions of and receive answers from the Partnership, in order to evaluate the merits and risks of an investment in Common Units or other securities of the Partnership and the consummation of the Transactions and to make an informed investment decision with respect thereto. Any securities of the Partnership acquired by such NGP Party pursuant to the Transactions are being acquired for such NGP Party’s own account, not as a nominee or agent, and with no intention of distributing such securities or any part thereof, and such NGP Party has no present intention of selling or granting any participation in or otherwise distributing the same in any transaction in violation of the securities laws of the United States or any State.
Securities Laws Representations. VASCO acknowledges that the shares of SSI Preferred Stock to be delivered to VASCO pursuant to this Agreement have not been registered under the Securities Act or any other state securities laws, and therefore may not be resold without compliance with the Securities Act. VASCO further acknowledges that the SSI Preferred Stock to be acquired by VASCO pursuant to this Agreement is being acquired solely for the account of VASCO, with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution.
Securities Laws Representations. To the extent that the Membership Interest held by a Member is deemed to be a “security,” such Member hereby represents and warrants that:
(a) Such Member is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire a Membership Interest in the Company. Such Member is acquiring a Membership Interest for such Member’s own investment purposes only and not with a view to any resale or “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).
(b) Such Member acknowledges and understands that Membership Interests have not been registered under the Securities Act or any other state securities law (collectively, the “Securities Acts”) in reliance upon a specific exemption therefrom. Such Member further understands that Membership Interests must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Such Member further acknowledges and understands that the Company is under no obligation to register to qualify Membership Interests or to assist any Member in complying with any exemption under the Securities Acts if such Member wishes to dispose of any Membership Interest.
(c) Such Member is able to bear the economic risk of loss of its entire investment and is either (i) an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act or (ii) has such knowledge and experience in business and financial matters that it is able to evaluate the merits and risks of investment in the Company.
Securities Laws Representations. (a) that he, she or it has carefully read the Memorandum previously furnished to him, her or it with respect to the Company, including the "Risk Factors" contained therein, is familiar with and understands such materials, and has based his, her or its decision to invest in the Company solely on such materials and not on any other offering literature or prospectus;
(b) that he, she or it is acquiring the Purchased Units for his, her or its own account, as principal, for investment and not with a view toward resale or distribution and that he, she or it will not sell or otherwise transfer the Purchased Units except in compliance with state and federal law;
(c) that he, she or it has, either alone or together with his, her or its investment advisors, if any, such knowledge and experience in financial and business matters that he, she or it (or they) are capable of evaluating the merits and risks of the investment in the Purchased Units;
(d) that he, she or it has the experience in financial and business matters as to be capable of assessing and evaluating the merits and risks of an investment in the Units and is able to bear the economic risk of losing his or her entire investment in the Purchased Units;
(e) that his, her or its overall commitment to investments which are not readily marketable is not disproportionate to his or her net worth, and his, her or its investment in the Purchased Units will not cause such overall commitment to become excessive;
(f) that: (i) if he or she is a natural person, he or she is at least twenty-one (21) years of age; (ii) he, she or it has adequate means of providing for his, her or its current needs and personal contingencies; (iii) he, she or it has no need for liquidity in his, her or its investment in the Purchased Units; and (iv) all of his, her or its investments in and commitments to non-liquid investments are, and after his, her or its purchase of the Purchased Units will be, reasonable in relation to his, her or its net worth and current needs;
(g) that he, she or it has not been solicited by a general solicitation or general advertising within the meaning of Section 502(c) of Regulation D under the Act to subscribe for or purchase the Purchased Units, or to otherwise undertake or make any investment in the Company, including but not limited to any advertisement in printed media of general and regular paid circulation, radio, television, the internet or any other form of electronic media or communications;
(h) that...
