Shareholder Investment Intent Sample Clauses
The Shareholder Investment Intent clause outlines the intentions and commitments of shareholders regarding their investment in the company. Typically, this clause specifies the amount, timing, and conditions under which shareholders will provide capital, and may detail whether the investment is for equity, debt, or another financial instrument. By clearly stating each shareholder's investment plans, this clause helps ensure transparency and alignment among stakeholders, reducing the risk of misunderstandings or disputes about funding expectations.
Shareholder Investment Intent. The Sellers acknowledge and agree that Purchaser has not registered the Avatech Common Stock that the Sellers shall receive hereunder, under the 1933 Act or the State Acts, and that each certificate representing shares of Avatech Common Stock issued to the Sellers shall be stamped or otherwise imprinted with, or contain, a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES STATUTE, AND MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, WITH OR WITHOUT CONSIDERATION UNLESS (I) REGISTERED FOR RESALE OR (II) IN CIRCUMSTANCES IN WHICH THE ISSUER HEREOF HAS RECEIVED THE WRITTEN OPINION OF ITS COUNSEL THAT SUCH COUNSEL IS OF THE OPINION THAT SUCH SALE, ASSIGNMENT OR TRANSFER DOES NOT INVOLVE A TRANSACTION REQUIRING THE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES STATUTE. Sellers shall further acknowledge that Purchaser’s issuance of Avatech Common Stock is made in reliance upon an exemption from registration under the 1933 Act, which exemption is in part premised upon representations made by each Seller herein.
Shareholder Investment Intent. (a) Each Shareholder who is entitled to receive Stock Consideration understands that the Parent Common Stock constituting the Stock Consideration has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state, and is being issued privately in reliance upon the exemptions provided by the Securities Act as such relate to the private placement of securities.
(b) The Parent Common Stock constituting the Stock Consideration is being acquired by each such Shareholder solely for their own respective accounts, for investment purposes only, and not with a view to any distribution thereof in violation of the federal securities laws or any applicable state securities laws.
(c) Each Shareholder who is entitled to receive Stock Consideration fully understands and agrees that he must bear the economic risks for an indefinite period of time because, among other reasons, the Parent Common Stock constituting the Stock Consideration has not been registered under the Securities Act or under the securities laws of any states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless it is subsequently registered under the Securities Act and under the applicable securities laws of such states or unless an exemption from such registration is available and further acknowledges and agrees that the transfer of Parent Common Stock is further restricted by the terms of the Stockholders Agreement (as hereinafter defined).
(d) Each Shareholder who is entitled to receive Stock Consideration confirms that (i) such Shareholder is familiar with the business of the Parent and ▇▇▇▇▇▇▇▇ (ii) such Shareholder has had the opportunity to review publicly filed information regarding ▇▇▇▇▇▇▇▇, (iii) such Shareholder has had the opportunity to ask questions of the officers and directors of the Parent and ▇▇▇▇▇▇▇▇ and to obtain (and that such Shareholder has received to its, his or her satisfaction) such information about the business and financial condition of the Parent and ▇▇▇▇▇▇▇▇ as it has reasonably requested, and (iv) such Shareholder has such knowledge and experience in financial and business matters that such Shareholder is capable of evaluating the merits and risks of the prospective investment in the securities.