Securities Representation. The grant of the PSUs and issuance of Shares upon vesting of the PSUs shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the PSUs, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Award Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:
(1) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section (I)(1); and
(2) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”).
(3) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Shares of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.
Securities Representation. The Investor acknowledges that: (i) it is not a United States Person (as defined in Regulation S under the Securities Act) and, in determining to enter into this Agreement, purchase the Purchased Shares and perform its obligations hereunder, has made its decision outside the United States; (ii) it is an accredited investor (as defined in Rule 501 under the Securities Act); (iii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in the Company as contemplated hereby or, alternatively, that it has engaged the services of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment and who has reviewed the proposed investment on its behalf, (iv) the Purchased Shares being delivered by the Company to the Investor have not been registered under the Securities Act or under the securities laws of any state in reliance upon Federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal and state securities laws or an exemption therefrom; (v) the Purchased Shares must be held by the Investor indefinitely unless subsequently so registered or if an exemption from such registration is available; and (vi) it has received information concerning the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and risks inherent in holding the Purchased Shares. The Investor agrees that the share certificate(s) which the Investor receives from the Company shall be legended with the following legend: "THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER."
Securities Representation. The Transferee is acquiring its interest in the Trust Estate for investment and not with a view to any resale or distribution thereof, but subject, nevertheless, to any requirement of law that the disposition of its property remain within its control at all times, and that neither it nor anyone authorized by it to act on its behalf has directly or indirectly offered any interest in the Trust Estate, or any similar security for sale to, or solicited any offer to acquire any of the same from, anyone.
Securities Representation. Each Bank hereby represents that any disposition by it of all or any part of its rights under the Loan Documents shall not violate Section 5 of the Securities Act of 1933 to the extent, if any, applicable.
Securities Representation. Buyer is an experienced and knowledgeable investor and operator in the oil, gas and processing business and is acquiring the Assets for Buyer's own account and not with a view to, or for offer of resale in connection with, a distribution thereof, within the meaning of the Securities Act of 1933.
Securities Representation. Each Purchaser hereby represents that it is acquiring its Instruments for investment for its own account, and not with a view to or for sale in connection with a distribution of any Instrument, except in compliance with all applicable securities laws; provided, however, that, subject to Section 6.02 hereof, the disposition of any Instrument held by that Purchaser shall at all times be within its exclusive control.
Securities Representation. Each Principal severally agrees that, prior to the delivery of any Warrants issued to each Principal pursuant to the provisions hereof, each Principal will execute and deliver to Xxxxxxxxx and Xxxxxxxxx Subsidiary an investment letter in the form of Exhibit F hereto. Each certificate representing the Warrants, issued to each Principal, shall bear the following legend: "This Warrant and the shares underlying this Warrant shall not be transferable at any time unless (i) a registration statement under the Securities Act of 1933 shall be in effect with respect to such transfer at such time or (ii) counsel for Xxxxxxxxx Industries Inc. shall give it an opinion to the effect that such registration under said Act of such transfer at such time is not required." Each Principal severally represents and warrants to Xxxxxxxxx and Xxxxxxxxx Subsidiary that no transaction in the Warrants will be effected other than transactions which will be exempt from registration under the Securities Act of 1933, as amended.
Securities Representation. Each Lender hereby represents that it is a commercial lender or financial institution which makes loans in the ordinary course of its business and that it will make any Loan for its own account in the ordinary course of its commercial banking or lending business and not with a view to or for sale in connection with a distribution of any Loan or any evidence of indebtedness issued by any Borrower hereunder except in compliance with any applicable securities laws; PROVIDED, HOWEVER, that, subject to subsection 9.2, the disposition of any Loan or evidence of indebtedness hereunder held by that Lender shall at all times be within its exclusive control.
Securities Representation. (a) No Registration of PainCare Shares; Investment Intent. The Shareholder acknowledges that the PainCare Shares to be delivered pursuant to this Agreement have not been and will not be registered under the Securities Act and may not be resold without compliance with the Securities Act. The PainCare Shares to be acquired by the Shareholder pursuant to this Agreement are being acquired solely for his own account, for investment purposes only and with no present intention of distributing, selling or otherwise disposing of them in connection with a distribution other than in compliance with the Securities Act.
Securities Representation. SECTION 9.23. UNENFORCEABILITY OF ORAL AGREEMENTS; (TEXAS STATUTORY LANGUAGE) . . . . . . . . . . . . . Schedule I - Manner of Payment and Communications to Parties Schedule II - Pricing Grid Schedule 4.01(l) - Existing Encumbrances Appendix A - Definitions Exhibit A - Form of Lease Exhibit B - Form of Agency Agreement Exhibit C - Form of Declaration of Trust Exhibit D - Form of Instrument Guaranty Exhibit E - Form of Services Agreement Exhibit F - Form of Requisition Exhibit G - Form of Final Completion Certificate Exhibit H - Form of Independent Engineer's Certificate Exhibit I - Form of Commitment Reduction Notice PARTICIPATION AGREEMENT dated as of October 31, 1995 (as it may be amended from time to time, this "Agreement"), by and among Ferro Corporation, an Ohio corporation (the "COMPANY"); State Street Bank and Trust Company, a Massachusetts trust company ("SSBTC"), not in its individual capacity except as expressly stated herein, but solely as Trustee under the Declaration (herein, together with any successor trustee under the Declaration, the "TRUSTEE"); the financial institutions named as purchasers on Schedule I hereto, and/or any assignee thereof who may, from time to time, become a party to this Agreement pursuant to the terms hereof (collectively, the "PURCHASERS"); and Citibank, N.A. ("CITIBANK"), in its capacity as agent for the Purchasers hereunder. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Appendix A hereto. Preliminary Statement ---------------------
