Shares Acquired for Investment. Each of the Shareholders acknowledges and represents that he or she has obtained and accepted his or her shares in good faith, for investment and for his or her own account, and not with a view to distribution or resale.
Shares Acquired for Investment. The Awardee hereby represents that the Performance Shares are being acquired for investment for the Awardee's own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. The Awardee understands that the Performance Shares have 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 by reason of exemptions from the registration provisions of the Securities Act and such laws which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Awardee's representations as expressed herein.
Shares Acquired for Investment. The Participant hereby acknowledges that the Restricted Shares constituting the Award have not been registered under the Securities Act of 1933, as amended, or any applicable state securities law, and represent that he is acquiring the Restricted Shares for his own account and not with a view to the distribution thereof. He further acknowledges that he has been informed by the Corporation that the certificate representing the Restricted Shares will bear a restrictive legend to the following effect: "The Shares represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and no disposition thereof may be made in violation of the Act and the rules and regulations promulgated thereunder and unless the Corporation shall have received an opinion of counsel reasonably satisfactory to it that such disposition may be effected without violating the Act."
Shares Acquired for Investment. Buyer is acquiring the Valence Shares as an investment for its own account and not with view to the resale or other distribution thereof.
Shares Acquired for Investment. The Shares to be sold hereunder will be sold for investment for the Seller's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Seller has no present intention of selling, granting any participation in, or otherwise distributing the same.
Shares Acquired for Investment. Purchaser is acquiring the Alumar Shares for its own account as an investment and not with a view to any distribution thereof. Purchaser acknowledges and understands that none of the Alumar Shares have been registered under the 1933 Act, or under any other federal, state or local statute or regulation and that, as a consequence, Purchaser may not sell or otherwise dispose of any of such shares unless such shares are registered or an exemption from such registration is available to Purchaser at the time of and in connection with any proposed sale or disposition.
Shares Acquired for Investment. (a) The Purchaser represents, covenants and warrants that it is acquiring the Shares for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser will not offer to sell or otherwise transfer any of the Shares in violation of any federal or state securities law. The Purchaser acknowledges that the sale of the Shares to it has not been registered pursuant to any federal or state securities laws and that a legend to that effect may be placed on all certificates representing such Shares unless and until a registration statement under the Securities Act has become effective with respect to such Shares.
(b) Purchaser (or Purchaser together with Purchaser's acquisition representative(s)) possesses such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risk of Purchaser's investment in the Company and is making an informed investment decision. Purchaser is an "accredited investor," as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Act").
(c) Purchaser acknowledges receipt of a copy of that certain Confidential Private Placement Memorandum dated September 11, 1996, (the "Offering Memorandum"). The Company has provided Purchaser an opportunity to ask questions and receive answers concerning the business and affairs of the Company and to obtain additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information provided to Purchaser. All information requested has been provided by the Company.
(d) The opportunity to acquire the Shares was not made available to Purchaser by means of any form of general solicitation, or general advertising, or publicly disseminated advertisement or sales literature, including, but not limited to, (a) any advertisement, article, notice or communication published in any newspaper, magazine or similar media, or broadcast over television or radio and (b) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
Shares Acquired for Investment. The Corporation will retainretained income threshold ($retained income dollar amount) of its net income, plus any additional amount the Shareholders reasonably believe necessary to meet financial needs of the Corporation, including, but not limited to the development or expansion of its business. This document constitutes the entire Shareholder Agreement of the Corporation and correctly sets forth the rights, duties, and obligations of each Shareholder and of each Shareholder to the other. The net profits or net losses of the Corporation for each fiscal year will be determined on an accrual basis in accordance with generally accepted principles of accounting. 3.
Shares Acquired for Investment. Such Shareholder is acquiring the Buyer Stock for his or her own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Such Shareholder is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Shares Acquired for Investment. The Purchased Securities are being acquired by the Investor (i) solely for investment purposes, (ii) for the Investor’s own account only and (iii) not for sale, transfer or with a view to any distribution of all or any part of such Shares. No other person will have any direct or indirect beneficial interest in the Purchased Securities.
