Seller's Investment Representation Sample Clauses

Seller's Investment Representation. That Seller will be acquiring the Buyer's Shares for such Seller's own account for investment and not with a view to or for sale in connection with a distribution thereof. That Seller is an informed and sophisticated investor, or has engaged expert advisors, experienced in the evaluation of companies such as the Buyer. That Seller or such Seller's expert advisor(s) has undertaken such investigation and has been provided with and has evaluated such documents and information as that Seller or that Seller's expert advisor(s) has deemed necessary to enable that Seller to make an informed and intelligent decision with respect to the acquisition of the Buyer's Shares contemplated by this Agreement. Notwithstanding anything to the contrary in this Section 2A.4 or in Exhibit A to this Agreement, nothing in this Section 2A.4 or in Exhibit A to this Agreement shall be deemed to affect the rights or obligations of the parties under Article VIII in respect of any warranty or representation under Article III.
Sample 1
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Seller's Investment Representation. The Seller (a) understands that the Payment Shares have not been, and will not be, registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, (b) is acquiring the Payment Shares solely for its own account for investment purposes, and not with a view to the distribution thereof, (c) understands that the Payment Shares or any interest therein may not be resold or otherwise disposed of by the Seller unless such shares are subsequently registered under the Securities Act and under appropriate state securities laws, or unless an exemption from registration is available, (d) is a sophisticated investor with knowledge and experience in business and financial matters, (e) has received certain information concerning the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding the Payment Shares received by it, (f) is able to bear the economic risk and lack of liquidity inherent in holding the Payment Shares received by it and (g) has received representations and warranties from each of the Seller's shareholders that such shareholder is an Accredited Investor.
Sample 1
Seller's Investment Representation. Seller is acquiring the Image Shares for Seller's own account for investment purposes only and not with a view to or for sale in connection with a distribution thereof except for a permitted transfer to an Affiliate of Seller. At the Closing, Seller and any intended Affiliate transferee shall deliver to Buyer an investment letter in form and substance substantially as set forth in Exhibit G (the "Investment Letter"). Seller acknowledges that the Image Shares will not be registered under and therefore will be "restricted securities" under the Securities Act.
Sample 1
Seller's Investment Representation. Seller is acquiring the Buyer's Shares for Seller's own account for investment purposes only and not with a view to or for sale in connection with a distribution thereof (except for a possible transfer to an Affiliate of Seller as permitted by the Stockholders' Agreement). Seller acknowledges that the Buyer's Shares will be "restricted securities" under the Securities Act and will bear a prominent legend with respect to restrictions on transfer under the Securities Act, applicable state securities laws and the Standstill Agreement.
Sample 1

Related to Seller's Investment Representation

  • Purchaser's Investment Representations Each Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __, 2001 BY AND AMONG THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

  • Investment Representation The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

  • Purchaser Representation Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Purchaser's Representations Purchaser represents and warrants to Seller as follows:

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Restricted Stock Agreement, the Purchaser hereby represents and warrants to the Company as follows:

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • Seller Representations Seller hereby represents and warrants that:

  • Reliance Upon Purchaser’s Representations The Purchaser understands that the issuance and sale of the Purchased Securities to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.

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