Status of Stockholders. Stockholders hereby represents and warrants to, and covenants with Hawkeye regarding as follows: (a) The undersigned Stockholders understands that the Hawkeye Exchange Shares are "restricted securities" as that term is defined in Rule 144 of the Securities Act of 1933 the shares of Common Stock have not been approved or disapproved by the United States Securities and Exchange Commission; any state securities agency; or any foreign securities agency; (b) The undersigned Stockholders are not underwriters and would be acquiring the Hawkeye Exchange Shares of Common Stock solely for investment for their own account and not with a view to, or for, resale in connection with any distribution within the meaning of any federal securities act, state securities act or any other applicable federal or state laws; (c) The undersigned Stockholders understand the speculative nature and risks of investments associated with the Company, and confirm that the shares of Common Stock would be suitable and consistent with their investment program; that their financial position enable them to bear the risks of this investment; and, that there is an extremely limited public market for the shares of Common Stock acquired herein; (d) The shares of Common Stock acquired herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of, if such disposition will violate any federal and/or state securities acts; provided, however, such shares may be distributed to employees of ISNI. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, giving, and any form of conveying, whether voluntary or not for a period of one (1) year from the date of issuance; (e) To the extent that any federal, and/or state securities laws shall require, the Stockholders hereby agree that any shares of Common Stock acquired pursuant to this Agreement shall be without preference as to assets; (f) The Company is under no obligation to register or seek an exemption under any federal securities act, state securities act, or any foreign securities act for any shares of Common Stock of the Company or to cause or permit such shares of Common Stock to be transferred in the absence of any such registration or exemption; (g) The Stockholders have had the opportunity to ask questions of the Company and have received additional information from the Company to the extent that the Company possessed such information, necessary to evaluate the merits and risks of any investment in the Company. Further, the Stockholders have been given: (1) All material books, records and financial statements of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) an opportunity to question the appropriate executive officers of the Company; and, (4) copies of all reports filed with the Securities and Exchange Commission. (h) The Stockholders have satisfied the suitability standards imposed by their respective state laws and have a preexisting personal and business relationship with the Company; (i) The Stockholders have adequate means of providing for their current needs and personal contingencies and have no need to sell the shares of Common Stock in the foreseeable future (that is at the time of the investment, Stockholders can afford to hold the investment for an indefinite period of time); (j) The Stockholders have sufficient knowledge and experience in financial matters to evaluate the merits and risks of this investment and further, the Stockholders are capable of reading and interpreting financial statements; and (k) The Stockholders acknowledge that if they are residents of the State of California, they have the privilege of declaring this transaction null and void provide each objecting Stockholder communicates such intention to the Company in writing within three (3) days of the tender of his/her/its consideration.
Appears in 1 contract
Status of Stockholders. Stockholders hereby represents represent and warrants warrant to, and covenants covenant with Hawkeye LCM regarding as follows:
(a) The undersigned Stockholders understands that the Hawkeye Exchange Company's Shares are "restricted securities" as that term is defined in Rule 144 of the Securities Act of 1933 the shares of Common Stock have not been approved or disapproved by the United States Securities and Exchange Commission; any state securities agency; or any foreign securities agency;
(b) The undersigned Stockholders are not underwriters and would be acquiring the Hawkeye Exchange Shares Company's shares of Common Stock solely for investment for their own account and not with a view to, or for, resale in connection with any distribution within the meaning of any federal securities act, state securities act or any other applicable federal or state laws;
(c) The undersigned Stockholders understand the speculative nature and risks of investments associated with the Company, and confirm that the shares of Common Stock would be suitable and consistent with their investment program; that their financial position enable them to bear the risks of this investment; and, that there is an extremely limited public market for the shares of Common Stock acquired herein;
(d) The shares of Common Stock acquired herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of, if such disposition will violate any federal and/or state securities acts; provided, however, such shares may be distributed to employees of ISNI. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, giving, and any form of conveying, whether voluntary or not for a period of one (1) year from the date of issuance;.
(e) To the extent that any federal, and/or state securities laws shall require, the Stockholders hereby agree that any shares of Common Stock acquired pursuant to this Agreement shall be without preference as to assets;
(f) The Company is under no obligation to register or seek an exemption under any federal securities act, state securities act, or any foreign securities act for any shares of Common Stock of the Company or to cause or permit such shares of Common Stock to be transferred in the absence of any such registration or exemption;
(g) The Stockholders have had the opportunity to ask questions of the Company and have received additional information from the Company to the extent that the Company possessed such information, necessary to evaluate the merits and risks of any investment in the Company. Further, the Stockholders have been given: (1) All material books, records and financial statements of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) an opportunity to question the appropriate executive officers of the Company; , and, (4) copies of all reports filed with the Securities and Exchange Commission.
(h) The Stockholders have satisfied the suitability standards imposed by their respective state laws and have a preexisting personal and business relationship with the Company;
(i) The Stockholders have adequate means of providing for their current needs and personal contingencies and have no need to sell the shares of Common Stock in the foreseeable future (that is at the time of the investment, Stockholders can afford to hold the investment for an indefinite period of time);
(j) The Stockholders have sufficient knowledge and experience in financial matters to evaluate the merits and risks of this investment and further, the Stockholders are capable of reading and interpreting financial statements; and
(k) The Stockholders acknowledge that if they are residents of the State of CaliforniaFlorida, they have the privilege of declaring this transaction null and void provide each objecting Stockholder communicates such intention to the Company in writing within three (3) days of the tender of his/her/its consideration.
Appears in 1 contract
Status of Stockholders. Stockholders hereby represents and warrants to, and covenants with Hawkeye OGS regarding as follows:
(a) The undersigned Stockholders understands understand that the Hawkeye Exchange Company's Shares are "restricted securities" as that term is defined in Rule 144 of the Securities Act of 1933 the shares of Common Stock have not been approved or disapproved by the United States Securities and Exchange Commission; any state securities agency; or any foreign securities agency;
(b) The undersigned Stockholders are not underwriters and would be acquiring the Hawkeye Exchange Shares Company's shares of Common Stock solely for investment for their own account and not with a view to, or for, resale in connection with any distribution within the meaning of any federal securities act, state securities act or any other applicable federal or state laws;
(c) The undersigned Stockholders understand the speculative nature and risks of investments associated with the Company, and confirm that the shares of Common Stock would be suitable and consistent with their investment program; that their financial position enable them to bear the risks of this investment; and, that there is an extremely limited public market for the shares of Common Stock acquired herein;
(d) The shares of Common Stock acquired herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of, if such disposition will violate any federal and/or state securities acts; provided, however, such shares may be distributed to employees of ISNI. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, giving, and any form of conveying, whether voluntary or not for a period of one (1) year from the date of issuance;
(e) To the extent that any federal, and/or state securities laws shall require, the Stockholders hereby agree that any shares of Common Stock acquired pursuant to this Agreement shall be without preference as to assets;
(f) The Company is under no obligation to register or seek an exemption under any federal securities act, state securities act, or any foreign securities act for any shares of Common Stock of the Company or to cause or permit such shares of Common Stock to be transferred in the absence of any such registration or exemption;
(g) The Stockholders have had the opportunity to ask questions of the Company and have received additional information from the Company to the extent that the Company possessed such information, necessary to evaluate the merits and risks of any investment in the Company. Further, the Stockholders have been given: (1) All material books, records and financial statements of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) an opportunity to question the appropriate executive officers of the Company; and, (4) copies of all reports filed with the Securities and Exchange Commission.
(h) The Stockholders have satisfied the suitability standards imposed by their respective state laws and have a preexisting personal and business relationship with the Company;
(i) The Stockholders have adequate means of providing for their current needs and personal contingencies and have no need to sell the shares of Common Stock in the foreseeable future (that is at the time of the investment, Stockholders can afford to hold the investment for an indefinite period of time);; and
(j) The Stockholders have sufficient knowledge and experience in financial matters to evaluate the merits and risks of this investment and further, the Stockholders are capable of reading and interpreting financial statements; and
(k) The Stockholders acknowledge that if they are residents of the State of California, they have the privilege of declaring this transaction null and void provide each objecting Stockholder communicates such intention to the Company in writing within three (3) days of the tender of his/her/its consideration.
Appears in 1 contract
Status of Stockholders. Stockholders hereby represents and warrants to, and covenants with Hawkeye SSI regarding as follows:
(a) The undersigned Stockholders Subscriber understands that the Hawkeye Exchange Company's Shares are "restricted securities" as that term is defined in Rule 144 of the Securities Act of 1933 the shares of Common Stock have not been approved or disapproved by the United States Securities and Exchange Commission; , any state securities agency; or any foreign securities agency;
(b) The undersigned Stockholders are Subscriber is not underwriters an underwriter and would be acquiring the Hawkeye Exchange Shares Company's shares of Common Stock solely for investment for their his or her own account and not with a view to, or for, resale in connection with any distribution within the meaning of any federal securities act, state securities act or any other applicable federal or state laws;
(c) The undersigned Stockholders understand Subscriber understands the speculative nature and risks of investments associated with the Company, and confirm confirms that the shares of Common Stock would be suitable and consistent with their his or her investment program; that their his or her financial position enable them him or her to bear the risks of this investment; and, that there is an extremely limited no public market for the shares of Common Stock acquired subscribed for herein;
(d) The shares of Common Stock acquired subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of, if such disposition will violate any federal and/or state securities acts; provided, however, such shares may be distributed to employees of ISNI. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, encumbering hypothecating, giving, and any form of conveying, whether voluntary or not, and may not be resold for a period of one (1) year from the date of issuance;
(e) To the extent that any federal, and/or state securities laws shall require, the Stockholders Subscriber hereby agree agrees that any shares of Common Stock acquired pursuant to this Agreement shall be without preference as to assets;
(f) The Company is under no obligation to register or seek an exemption under any federal securities act, state securities act, or any foreign securities act for any shares of Common Stock of the Company or to cause or permit such shares of Common Stock to be transferred in the absence of any such registration or exemption;
(g) The Stockholders have Subscriber has had the opportunity to ask questions of the Company and have has received additional information from the Company to the extent that the Company possessed such informationInformation, necessary to evaluate the merits and risks of any investment in the Company. Further, the Stockholders have Subscriber has been given: :
(1) All material books, records and financial statements of the Company; (2) all material contracts and documents relating to the proposed transaction; and,
(31) an opportunity to question the appropriate executive officers of the Company; and, (4) copies of all reports filed with the Securities and Exchange Commission.
(h) The Stockholders have Subscriber has satisfied the suitability standards imposed by their respective his or her applicable state laws and have has a preexisting personal and business relationship with the Company;
(i) The Stockholders have Subscriber has adequate means of providing for their his current needs and personal contingencies and have has no need to sell the shares of Common Stock in the foreseeable future (that is at the time of the investment, Stockholders Subscriber can afford to hold the investment for an indefinite period of time);
(j) The Stockholders have Subscriber has sufficient knowledge and experience in financial matters to evaluate the merits and risks of this investment and further, the Stockholders are Subscriber is capable of reading and interpreting financial statements; andand/or
(k) The Stockholders acknowledge Subscriber acknowledges that if they are residents he/she/it is a resident of the State of CaliforniaFlorida, they have he/she/it has the privilege of declaring this transaction null and void provide each objecting Stockholder the Subscriber communicates such intention to the Company in writing within three (3) days of the of the tender of his/her/its consideration.,
Appears in 1 contract
Status of Stockholders. Stockholders hereby represents and warrants to, and covenants with Hawkeye IMMC regarding as follows:
(a) The undersigned Stockholders Subscriber understands that the Hawkeye Exchange Company's Shares are "restricted securities" as that term is defined in Rule 144 of the Securities Act of 1933 the shares of Common Stock have not been approved or disapproved by the United States Securities and Exchange Commission; , any state securities agency; or any foreign securities agency;
(b) The undersigned Stockholders are Subscriber is not underwriters an underwriter and would be acquiring the Hawkeye Exchange Shares Company's shares of Common Stock solely for investment for their his or her own account and not with a view to, or for, resale in connection with any distribution within the meaning of any federal securities act, state securities act or any other applicable federal or state laws;
(c) The undersigned Stockholders understand Subscriber understands the speculative nature and risks of investments associated with the Company, and confirm confirms that the shares of Common Stock would be suitable and consistent with their his or her investment program; that their his or her financial position enable them him or her to bear the risks of this investment; and, that there is an extremely limited no public market for the shares of Common Stock acquired subscribed for herein;
(d) The shares of Common Stock acquired subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of, if such disposition will violate any federal and/or state securities acts; provided, however, such shares may be distributed to employees of ISNI. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, giving, and any form of conveying, whether voluntary or not shares issued to residents of the State of Washington may not be resold for a period of one (1) year from the date of issuance;
(e) To the extent that any federal, and/or state securities laws shall require, the Stockholders Subscriber hereby agree agrees that any shares of Common Stock acquired pursuant to this Agreement shall be without preference as to assets;
(f) The Company is under no obligation to register or seek an exemption under any federal securities act, state securities act, or any foreign securities act for any shares of Common Stock of the Company or to cause or permit such shares of Common Stock to be transferred in the absence of any such registration or exemption;
(g) The Stockholders have Subscriber has had the opportunity to ask questions of the Company and have has received additional information from the Company to the extent that the Company possessed such information, necessary to evaluate the merits and risks of any investment in the Company. Further, the Stockholders have Subscriber has been given: (1) All material books, records and financial statements of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) an opportunity to question the appropriate executive officers of the Company; and, (4) copies of all reports filed with the Securities and Exchange Commission.
(h) The Stockholders have satisfied the suitability standards imposed by their respective state laws and have a preexisting personal and business relationship with the Company;
(i) The Stockholders have adequate means of providing for their current needs and personal contingencies and have no need to sell the shares of Common Stock in the foreseeable future (that is at the time of the investment, Stockholders can afford to hold the investment for an indefinite period of time);
(j) The Stockholders have sufficient knowledge and experience in financial matters to evaluate the merits and risks of this investment and further, the Stockholders are capable of reading and interpreting financial statements; and
(k) The Stockholders acknowledge that if they are residents of the State of California, they have the privilege of declaring this transaction null and void provide each objecting Stockholder communicates such intention to the Company in writing within three (3) days of the tender of his/her/its consideration.,
Appears in 1 contract
Status of Stockholders. Stockholders hereby represents and warrants to, and covenants with Hawkeye WSRI regarding as follows:
(a) The undersigned Stockholders understands that the Hawkeye Exchange Company's Shares are "restricted securities" as that term is defined in Rule 144 of the Securities Act of 1933 the shares of Common Stock have not been approved or disapproved by the United States Securities and Exchange Commission; any state securities agency; or any foreign securities agency;
(b) The undersigned Stockholders are not underwriters and would be acquiring the Hawkeye Exchange Shares Company's shares of Common Stock solely for investment for their own account and not with a view to, or for, resale in connection with any distribution within the meaning of any federal securities act, state securities act or any other applicable federal or state laws;
(c) The undersigned Stockholders understand the speculative nature and risks of investments associated with the Company, and confirm that the shares of Common Stock would be suitable and consistent with their investment program; that their financial position enable them to bear the risks of this investment; and, that there is an extremely limited public market for the shares of Common Stock acquired herein;
(d) The shares of Common Stock acquired herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of, if such disposition will violate any federal and/or state securities acts; provided, however, such shares may be distributed to employees of ISNI. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, giving, and any form of conveying, whether voluntary or not for a period of one (1) year from the date of issuance;
(e) To the extent that any federal, and/or state securities laws shall require, the Stockholders hereby agree that any shares of Common Stock acquired pursuant to this Agreement shall be without preference as to assets;
(f) The Company is under no obligation to register or seek an exemption under any federal securities act, state securities act, or any foreign securities act for any shares of Common Stock of the Company or to cause or permit such shares of Common Stock to be transferred in the absence of any such registration or exemption;
(g) The Stockholders have had the opportunity to ask questions of the Company and have received additional information from the Company to the extent that the Company possessed such information, necessary to evaluate the merits and risks of any investment in the Company. Further, the Stockholders have been given: (1) All material books, records and financial statements of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) an opportunity to question the appropriate executive officers of the Company; and, (4) copies of all reports filed with the Securities and Exchange Commission.
(h) The Stockholders have satisfied the suitability standards imposed by their respective state laws and have a preexisting personal and business relationship with the Company;
(i) The Stockholders have adequate means of providing for their current needs and personal contingencies and have no need to sell the shares of Common Stock in the foreseeable future (that is at the time of the investment, Stockholders can afford to hold the investment for an indefinite period of time);
(j) The Stockholders have sufficient knowledge and experience in financial matters to evaluate the merits and risks of this investment and further, the Stockholders are capable of reading and interpreting financial statements; and
(k) The Stockholders acknowledge that if they are residents of the State of CaliforniaFlorida, they have the privilege of declaring this transaction null and void provide each objecting Stockholder communicates such intention to the Company in writing within three (3) days of the tender of his/her/its consideration.
Appears in 1 contract
