Stockholder Representations. Sponsor Stockholder represents and warrants to the Company as of the date hereof that Sponsor Stockholder: (a) is acquiring Common Stock for its own account, solely for investment and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” laws, or with any present intention of distributing or selling such Common Stock in violation of any such laws, (b) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in such Common Stock and of making an informed investment decision, (c) is either (i) an “accredited investor” within the meaning of Rule 501(a) under the Securities Act or (ii) not a “U.S. person” (within the meaning of Rule 902 of Regulation S of the Securities Act) and is not acquiring any Common Stock for the account or benefit of any “U.S. Person” (within the meaning of Rule 902 of Regulation S of the Securities Act), (d) has (i) requested, received, reviewed and considered information that Sponsor Stockholder deems relevant in making an informed decision to invest in such Common Stock, (ii) had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and (iii) received and reviewed a copy of this Agreement, the Merger Agreement and the Separation and Distribution Agreement, (e) understands that the Company is relying on the representations contained in this Section 2.04 to establish an exemption from registration under the Securities Act and under state securities laws and acknowledges that the offer and sale of such Common Stock has not been registered under the Securities Act or any other applicable law and that such Common Stock may not be Transferred except in compliance with this Agreement and pursuant to the registration provisions of the Securities Act or an applicable exemption therefrom, (f) does not own any shares of Common Stock, except for such shares acquired pursuant to the Merger Agreement and (g) is not a party to any contract, agreement or understanding for the purpose of acquiring, holding, voting or disposing of shares of capital stock of the Company, other than with respect to other Persons constituting Sponsor Stockholder or other Persons holding any direct or indirect interests in any Persons constituting Sponsor Stockholder.
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Samples: Stockholders Agreement (Amentum Holdings, Inc.), Stockholders Agreement (Amazon Holdco Inc.), Stockholders Agreement (Amazon Holdco Inc.)
Stockholder Representations. Sponsor The Stockholder represents and warrants to the Company as of the date hereof Hermes that Sponsor Stockholder: (a) on the date hereof, the Stockholder is acquiring Common Stock for its own accountthe record and beneficial owner (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, solely for investment as amended) of the Shares set forth next to the Stockholder’s name on Exhibit A and not that the Stockholder has sole voting power, without restrictions, with a view toward, or for sale in connection with, any distribution thereof in violation respect to all of any federal or state securities or “blue sky” laws, or with any present intention his shares of distributing or selling such Common Stock in violation common stock of any such laws, the Company comprising the Shares; and (b) the Stockholder has the right, power and authority to execute and deliver this Agreement and to perform his obligations under this Agreement, and this Agreement has been duly executed and delivered by the Stockholder and constitutes a valid and legally binding agreement of the Stockholder, enforceable in accordance with its terms; and such knowledge execution, delivery and experience in financial and business matters and in investments performance by the Stockholder of this type that it Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract, commitment or other agreement to which the Stockholder is capable bound; (ii) violate any order, writ, injunction decree or statute, or any rule or regulation, applicable to the Stockholder or any of evaluating the merits properties or assets of the Stockholder or (iii) result in the creation of, or impose any obligation on the Stockholder to create, any lien, charge or other encumbrance of any nature whatsoever upon the Shares; and risks of its investment in such Common Stock and of making an informed investment decision, (c) is either (i) an “accredited investor” within the meaning Shares are now and will at all times during the term of Rule 501(a) under this Agreement be held by the Securities Act Stockholder, or (ii) not by a “U.S. person” (within the meaning of Rule 902 of Regulation S of the Securities Act) and is not acquiring any Common Stock nominee or custodian for the account or benefit of any “U.S. Person” (within the meaning of Rule 902 of Regulation S of the Securities Act)Stockholder, (d) has (i) requestedfree and clear of all pledges, receivedliens, reviewed proxies, claims, shares, security interests, preemptive rights and considered information that Sponsor Stockholder deems relevant in making an informed decision to invest in such Common Stock, (ii) had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and (iii) received and reviewed a copy of this Agreement, the Merger Agreement and the Separation and Distribution Agreement, (e) understands that the Company is relying on the representations contained in this Section 2.04 to establish an exemption from registration under the Securities Act and under state securities laws and acknowledges that the offer and sale of such Common Stock has not been registered under the Securities Act or any other applicable law and that such Common Stock may not be Transferred except in compliance with this Agreement and pursuant to the registration provisions of the Securities Act or an applicable exemption therefrom, (f) does not own any shares of Common Stock, except for such shares acquired pursuant to the Merger Agreement and (g) is not a party to any contract, agreement or understanding for the purpose of acquiring, holding, voting or disposing of shares of capital stock of the Company, other than encumbrances whatsoever with respect to other Persons constituting Sponsor Stockholder the ownership, transfer or voting of such Shares; and there are no outstanding options, warrants or rights to purchase or acquire, or other Persons holding any direct or indirect interests in any Persons constituting Sponsor Stockholderagreements relating to, such Shares other than this Agreement.
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Stockholder Representations. Sponsor The Stockholder represents and warrants to the Company as of the date hereof Hermes that Sponsor Stockholder: (a) on the date hereof, the Stockholder is acquiring Common Stock for its own accountthe record and beneficial owner (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, solely for investment as amended) of the Shares set forth next to the Stockholder's name on Exhibit A and not that the Stockholder has sole voting power, without restrictions, with a view toward, or for sale in connection with, any distribution thereof in violation respect to all of any federal or state securities or “blue sky” laws, or with any present intention his shares of distributing or selling such Common Stock in violation common stock of any such laws, the Company comprising the Shares; and (b) the Stockholder has the right, power and authority to execute and deliver this Agreement and to perform his obligations under this Agreement, and this Agreement has been duly executed and delivered by the Stockholder and constitutes a valid and legally binding agreement of the Stockholder, enforceable in accordance with its terms; and such knowledge execution, delivery and experience in financial and business matters and in investments performance by the Stockholder of this type that it Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract, commitment or other agreement to which the Stockholder is capable bound; (ii) violate any order, writ, injunction decree or statute, or any rule or regulation, applicable to the Stockholder or any of evaluating the merits properties or assets of the Stockholder or (iii) result in the creation of, or impose any obligation on the Stockholder to create, any lien, charge or other encumbrance of any nature whatsoever upon the Shares; and risks of its investment in such Common Stock and of making an informed investment decision, (c) is either (i) an “accredited investor” within the meaning Shares are now and will at all times during the term of Rule 501(a) under this Agreement be held by the Securities Act Stockholder, or (ii) not by a “U.S. person” (within the meaning of Rule 902 of Regulation S of the Securities Act) and is not acquiring any Common Stock nominee or custodian for the account or benefit of any “U.S. Person” (within the meaning of Rule 902 of Regulation S of the Securities Act)Stockholder, (d) has (i) requestedfree and clear of all pledges, receivedliens, reviewed proxies, claims, shares, security interests, preemptive rights and considered information that Sponsor Stockholder deems relevant in making an informed decision to invest in such Common Stock, (ii) had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and (iii) received and reviewed a copy of this Agreement, the Merger Agreement and the Separation and Distribution Agreement, (e) understands that the Company is relying on the representations contained in this Section 2.04 to establish an exemption from registration under the Securities Act and under state securities laws and acknowledges that the offer and sale of such Common Stock has not been registered under the Securities Act or any other applicable law and that such Common Stock may not be Transferred except in compliance with this Agreement and pursuant to the registration provisions of the Securities Act or an applicable exemption therefrom, (f) does not own any shares of Common Stock, except for such shares acquired pursuant to the Merger Agreement and (g) is not a party to any contract, agreement or understanding for the purpose of acquiring, holding, voting or disposing of shares of capital stock of the Company, other than encumbrances whatsoever with respect to other Persons constituting Sponsor Stockholder the ownership, transfer or voting of such Shares; and there are no outstanding options, warrants or rights to purchase or acquire, or other Persons holding any direct or indirect interests in any Persons constituting Sponsor Stockholderagreements relating to, such Shares other than this Agreement.
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