Investment Intent. Buyer is acquiring the Purchased Shares for its own account and not with a view to its distribution within the meaning of Section 2(11) of the Securities Act, and the rules and regulations issued pursuant thereto. Buyer is an “accredited investor” within the meaning of Rule 501 under the Securities Act. Buyer understands that the Purchased Shares have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.
Investment Intent. The Company may require a Plan participant, as a condition of exercising or acquiring stock under any Option or Stock Purchase Right, # to give written assurances satisfactory to the Company as to the participants knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Option or Stock Purchase Right; and # to give written assurances satisfactory to the Company stating that the participant is acquiring the stock subject to the Option or Stock Purchase Right for the participants own account and not with any present intention of selling or otherwise distributing the stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if # the issuance of the shares upon the exercise or acquisition of stock under the applicable Option or Stock Purchase Right has been registered under a then currently effective registration statement under the Securities Act or # as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the stock.
Investment Intent. In the event that the issuance of Restricted Shares under the LTIP is not registered under the Securities Act but an exemption is available which requires an investment representation or other representation, the Recipient shall represent and agree at the time of exercise that the Common Shares being acquired upon exercising this option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.
Investment Intent. The Purchased Shares to be acquired by Purchaser are being acquired for Purchasers own account or as a nominee for the applicable beneficial holder and without a view to the distribution of such Purchased Shares or any interest therein in violation of the Securities Act of 1933 (the 1933 Act) or applicable state securities laws.
Investment Intent. Crestwood is acquiring the Membership Interest to be issued to Crestwood pursuant to Article II for investment for its own account and not with a view to, or for sale in connection with, any distribution or other disposition thereof. Crestwood has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in such Membership Interest and is capable of bearing the economic risks of such investment. Crestwood is aware that the Membership Interest has not been registered, and will not be registered, under the Securities Act or under any state or foreign securities Laws.
Investment Intent. CEGPS is acquiring the Membership Interest to be issued to CEGPS pursuant to Article II for investment for its own account and not with a view to, or for sale in connection with, any distribution or other disposition thereof. CEGPS has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in such Membership Interest and is capable of bearing the economic risks of such investment. CEGPS is aware that the Membership Interest has not been registered, and will not be registered, under the Securities Act or under any state or foreign securities Laws.
Investment Intent. Such Member is acquiring its Membership Interest for investment for its own account and not with a view to, or for sale in connection with, any distribution thereof. Such Member (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Membership Interests and is capable of bearing the economic risks of such investment. Such Member is aware that the Membership Interests have not been registered, and will not be registered, under the Securities Act or under any state or foreign securities laws.
Intent. The intent of Paragraphs 16(f) and 16(g) herein is for the income tax benefit arising from a retroactive repeal of the tax on CIAC and Advances to flow to the Buyer in its entirety.
Investment Intent; Capacity to Protect Interests. [[Organization A:Organization]] is purchasing the Note solely for its own account for investment and not with a view to or for sale in connection with any distribution of the Note or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Note or any portion thereof in any transaction. [[Organization A:Organization]] also represents that the entire legal and beneficial interest of the Note is being purchased, and will be held, for [[Organization A:Organization]]s account only, and neither in whole or in part for any other Person.
Investment. The Holder is acquiring this Note and the securities issuable upon conversion of this Note (together, the “Securities”) for the Holder’s own account, and not directly or indirectly for the account of any other person. The Holder is acquiring the Securities for investment and not with a view to distribution or resale thereof except in compliance with the Securities Act of 1933, as amended (the “Act”) and any applicable state law regulating securities.
Investment. All funds received by the Escrow Agent shall be held only in non-interest bearing bank accounts at the Bank.
INVESTMENT. Subject to the terms and conditions of this Agreement, including the Agreement Terms set forth in Exhibit B, Purchaser shall purchase at the applicable Closing and the Company shall sell and issue to Purchaser at such Closing that number of shares of Stock set forth as agreed at a price per share equal to the Purchase Price, and Purchaser and the Company agrees to be bound by the obligations set forth in this Agreement and to grant to the other parties hereto the rights set forth in this Agreement.
Investment. Each shareholder of HoldCo will sign a representation letter in form and content acceptable to Buyer representing among other facts that each: # understands that the Series C Shares issued in connection with the Merger has not been, and will not be, registered under the 1933 Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, which exemptions are dependent in part on the accuracy of such representations; # is acquiring the Series C Shares solely for his or her own account for investment purposes, and not with a view to the sale or distribution thereof; # is a sophisticated investor with knowledge and experience in business and financial matters so as to be able to evaluate the risks and merits of an investment in the Series C Shares or has had an advisor with sufficient education and experience to advise him or her as to such risks and merits; # has access to certain information concerning Buyer, including the Buyer Financial Statements and other filings made by Buyer with the SEC, and has had the opportunity to ask questions and receive answers concerning the transaction and the business of Buyer and to obtain additional information as desired in order to evaluate the merits and risks inherent in holding any Series C Shares; # is able to bear the economic risk and lack of liquidity inherent in holding any Series C Shares; and # understands that the Series C Shares cannot be transferred other than in a transaction registered or exempt from registration under the 1933 Act and will bear the restrictive legend described in [Section 2.4] hereof, and that Buyer has no obligation to register the Series C Shares.
Investment. Subject to the management and other corporate approvals of each of GF and [[Organization A:Organization]], including without limitation approval by the Board of Directors of each of GF and [[Organization A:Organization]], and the successful completion of other customary investment conditions, the parties commit to the following:
Investment. The transfer of the Interests is further contingent upon Buyer obtaining a $1,000,000 investment in within 6 months of the execution of this Agreement.
Investment. Buyer is not acquiring the Partnership Securities with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act.
Investment. Farmee is familiar with investments of the nature of the Farmee Interest and the Joint Operations and is capable of evaluating, and has evaluated, the merits and risks inherent in acquiring the Farmee Interest.
Investment. The Holder is acquiring this Note and the securities issuable upon conversion of this Note (together, the “Securities”) for the Holder’s own account, and not directly or indirectly for the account of any other person. The Holder is acquiring the Securities for investment and not with a view to distribution or resale thereof except in compliance with the Securities Act of 1933, as amended (the “Act”) and any applicable state law regulating securities.
Investment Purposes. By executing this Award, you represent and warrant to the Company that any Shares issued to you pursuant to this Award will be for investment for your own account and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such Shares within the meaning of the Securities Act of 1933, as amended.
Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.
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