HEC Member definition
Examples of HEC Member in a sentence
Each HEC Member receiving shares of NEWCO Common Stock represents that such HEC Member is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
Each HEC Member receiving shares of NEWCO Common Stock has had access to NEWCO’s management and the opportunity to ask questions of, and receive answers satisfactory to such HEC Member from, such individuals concerning such NEWCO Common Stock and NEWCO generally.
Each HEC Member receiving shares of NEWCO Common Stock represents that, at the Closing Date, such HEC Member will have no binding obligation, or fixed or definite plan or intention to transfer any of such shares of NEWCO Common Stock.
Each HEC Member receiving shares of NEWCO Common Stock has obtained all additional information requested by such HEC Member to verify the accuracy of all information furnished by NEWCO in connection therewith.
Each HEC Member receiving shares of NEWCO Common Stock understands that such shares of NEWCO Common Stock (a) will not have been registered pursuant to the Securities Act or any applicable state securities Laws, (b) will be characterized as “restricted securities” under federal securities Laws, and (c) cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom under such Laws and applicable regulations.
At the Effective Time, NEWCO shall issue to each HEC Member a certificate or certificates representing the number of shares of NEWCO Common Stock to be issued to such HEC Member pursuant to Section 2.2. Each such certificate shall be registered in the name of the Person or Persons specified by the recipient thereof to NEWCO in writing at least two (2) Business Days prior to the Closing.
Each such HEC Member (if such HEC Member is not a natural Person) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, as the case may be, and has all requisite power and authority to execute, deliver and perform such HEC Member’s obligations under this Contribution Agreement and to consummate the transactions contemplated hereby.
A legend indicating that such shares of NEWCO Common Stock have not been registered under applicable federal and state securities Laws and referring to the restrictions on transferability and sale of such shares of NEWCO Common Stock pursuant to this Contribution Agreement or otherwise may be placed on any certificate(s) or other document delivered to each such HEC Member or any substitute therefor and any transfer agent of NEWCO may be instructed to require compliance therewith.
Each HEC Member receiving shares of NEWCO Common Stock is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Commission.
Each HEC Member receiving shares of NEWCO Common Stock has such knowledge and experience in financial and business matters such that such HEC Member is capable of evaluating the merits and risks of the investment in such shares of NEWCO Common Stock, and is able to bear the economic risk of such investment.