Shares Unregistered. Executive acknowledges and represents that Executive has been advised by the Company that:
Shares Unregistered. Purchaser acknowledges and represents that he has been advised by the Company that:
Shares Unregistered. The Stockholders understand and acknowledge ------------------- that (i) the offer and issuance of the Parent Shares have not been registered under the Securities Act, (ii) the Parent Shares must be held indefinitely and the Stockholders must continue to bear the economic risk of the investment in the Parent Shares unless the offer and sale of such Parent Shares is subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available and (iii) a restrictive legend in the form set forth in Section 4.10 hereof shall be placed on the certificates evidencing the Parent Shares.
Shares Unregistered. The Stockholder acknowledges and represents that the Stockholder has been advised by Acquisition Corp. that:
Shares Unregistered. The Optionee acknowledges and represents that the Optionee has been advised by the Company that:
Shares Unregistered. You acknowledge that (i) the offer and sale, or grant of the Shares has not been registered under applicable securities laws; (ii) there is no established market for the Shares and it is not anticipated that there will be any such market for the Shares in the foreseeable future; (iii) you are acquiring the Shares for the purpose of investment and not with a view to, or for resale in connection with, the distribution thereof, and not with any present intention of distributing the Shares and you have no present plan or intention to sell any of the Shares; (iv) you are an “accredited investor” under Rule 501(a) of the Securities Act of 1933, and your knowledge and experience in financial and business matters are such that you are capable of evaluating the merits and risks of your investment in the Shares; (v) you and your representatives, including your professional, financial, tax and other advisors, if any, have carefully considered your proposed investment in the Shares, and you understand and have taken cognizance of (or have been advised by your representatives as to) the risk factors related to the acquisition of the Shares, and no representations or warranties have been made to you or your representatives concerning the Shares, the Company or the Company’s business, operations, financial condition or prospects or other matters; (vi) in making your decision to purchase the Shares, you have relied upon independent investigations made by you and, to the extent believed by you to be appropriate, your representatives, including your professional, financial, tax and other advisors, if any; and (vii) you and your representatives have been given the opportunity to request to examine all documents of, and to ask questions of, and to receive answers from, the Company and its representatives concerning the terms and conditions of the acquisition of the Shares and to obtain any additional information which you or your representatives deem necessary.
Shares Unregistered. The Investor understands and acknowledges that (i) the offering and sale of the Shares to be acquired by the Investor hereunder are intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof and, accordingly, the offer and sale of the Shares have not been registered under the Securities Act, (ii) the Shares must be held indefinitely and the Investor must continue to bear the economic risk of the investment in the Shares unless the offering and sale of such Shares are subsequently registered under the Securities Act and all applicable securities laws of the states of the United States of America (“U.S. state securities laws”) or an exemption from such registration is available, (iii) there is no established public or other market for the Shares and it is not anticipated that there will be any public market for the Shares in the foreseeable future, (iv) the Company does not provide current public information within the meaning of Rule 144 under the Securities Act and, other than in accordance with the Stockholders’ Agreement, the Company has made no covenant to make such information available and (v) a restrictive legend in the form set forth in Section 12(a) and (b) of the Stockholders’ Agreement shall be placed on all certificates evidencing the Shares to be acquired by the Investor hereunder.
Shares Unregistered. Optionee acknowledges that the Company may issue Shares upon the exercise of the Option without registering such Shares under the Securities Act of l933, as amended (the “Securities Act”), on the basis of certain exemptions from such registration requirement. Accordingly, Optionee agrees that his or her exercise of the Option may be expressly conditioned upon his or her delivery to the Company of an investment certificate including such representations and undertakings as the Company may reasonably require in order to assure the availability of such exemptions, including a representation that Optionee is acquiring the Shares for investment and not with a present intention of selling or otherwise disposing thereof and an agreement by Optionee that the certificates evidencing the Shares may bear a legend indicating such non-registration under the Securities Act and the resulting restrictions on transfer. Optionee acknowledges that, because Shares received upon exercise of an Option may be unregistered, Optionee may be required to hold the Shares indefinitely unless they are subsequently registered for resale under the Securities Act or an exemption from such registration is available.
Shares Unregistered. Participant acknowledges and represents that Participant has been advised by the Company that:
Shares Unregistered. Employee understands, acknowledges and agrees that (i) the offer and sale of the Tejas Shares have not been registered under the Securities Act, (ii) the Tejas Shares are "restricted securities" pursuant to Rule 144 promulgated under the Securities Act (which rule imposes, among other things, a two-year holding period on restricted securities before they may be sold pursuant to such rule), (iii) the Tejas Shares must be held indefinitely and Employee must continue to bear the economic risk of the investment in the Tejas Shares unless the offer and sale of such Tejas Shares is subsequently registered under the Securities Act and all applicable state securities laws, or an exemption from such registration is available as further described under Section 3.2(a) hereof, (iv) Tejas has made no covenant (and has no obligation to Employee) to register the Tejas Shares under the Securities Act, and (v) a restrictive legend in the form set forth in Section 3.2(d) hereof shall be placed on the certificates evidencing the Tejas Shares.
