Sellers' Investment Intent. Seller represents that the SoftKey Shares being issued and delivered to it hereunder are being acquired for its own account, for investment for an indefinite period of time, not as nominee or agent for any other person, firm or corporation and not for distribution or resale to others; provided, however, that the parties hereto acknowledge that Seller may dispose of some or all of its SoftKey Shares pursuant to an effective registration statement under the Securities Act, or in any transaction exempt from registration under the Securities Act. Seller agrees that it will not sell or otherwise transfer its SoftKey Shares unless they are registered under the Securities Act or unless an exemption from such registration is available.
Sellers' Investment Intent. Each Seller represents and warrants to Buyer that such Seller has such knowledge, sophistication, and experience in financial and business matters that such Seller is capable of evaluating the merits and risks of receipt of Buyer Common Stock and of protecting such Seller’s interests in connection herewith. Such Seller has the ability to bear the economic risk of this investment, including complete loss of the investment. Each Seller represents and warrants that such Seller is acquiring the Buyer Common Stock for investment for its own account, not as nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and has no present intent of selling, granting any participation in or otherwise distributing the same. Each Seller understands that Buyer Common Stock received by it has not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Seller’s representations contained in this Section 3.22. Each Seller acknowledges that, as of the Closing, it has been afforded (a) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Buyer concerning the terms and conditions of the transactions contemplated by this Agreement and Buyer Common Stock, and the merits and risks of investing in Buyer Common Stock, and any such questions have been answered to such Seller’s reasonable satisfaction; (b) access to information about Buyer and its financial condition, results of operations, business, properties, management, and prospects sufficient to enable such Seller’s evaluation of its investment; (c) the opportunity to obtain such additional information that Buyer possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment and any such additional information has been provided to such Seller’s reasonable satisfaction; and (d) the opportunity to ask questions of management of Buyer and any such questions have been answered to such Seller’s reasonable satisfaction. Each Seller has sought accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Buyer Common Stock. Each Seller acknowledges that neither Buyer, nor any Affiliate or re...
Sellers' Investment Intent. The Seller is acquiring the Logica Shares for Seller's own account and solely for investment and not for distribution or resale. The Seller understands that the Logica Shares have not been, and may not be, registered under the United States federal securities law by reason of a specific exemption from the registration provisions thereof, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Seller's representations as expressed herein. Seller acknowledges that the Logica Shares may not be transferred, offered, sold, pledged or hypothecated in the absence of registration under such laws or an exemption from such registration (e.g., pursuant to Rule 144).
Sellers' Investment Intent. Sellers are acquiring the Ten-Year Notes, the Two-Year Notes and the Warrants for their own accounts for investment purposes only and not with a present view to, or for sale in connection with, any distribution of those instruments.
Sellers' Investment Intent. Each Seller represents that the Versant Shares being purchased by Seller are being purchased for his or its own account, for investment for an indefinite period of time, not as nominee or agent for any other person, firm or corporation and not for distribution or resale to others in contravention of the Securities Act and the rules and regulations promulgated thereunder. Each Seller agrees that he or it will not sell or otherwise transfer the Versant Shares unless they are registered under the Securities Act or unless an exemption from such registration is available.
