Common use of Acquisition of Securities Clause in Contracts

Acquisition of Securities. Except as otherwise provided herein, the Portfolio Manager is authorized, on behalf of the Issuer, to subscribe for and purchase Securities of issuers offered to the Issuer from time to time. The Issuer represents and warrants to the Portfolio Manager that at the same time of any such purchase it will be an "accredited investor" as such term is defined in Regulation D under the Securities Act and a "qualified institutional buyer" as that term is defined in Rule 144A and that the Issuer shall promptly inform the Portfolio Manager and the Funding Agent in writing should its status as such change in the future. In connection with any purchase of Securities eligible for purchase hereunder and deemed acceptable by the Portfolio Manager in accordance with the terms hereof, the Issuer authorizes the Portfolio Manager to: (i) commit to purchase such Securities for the account of the Issuer on the terms and conditions under which Securities are offered and are deemed acceptable to the Portfolio Manager in accordance with the terms hereof; and (ii) on behalf of the Issuer, execute such agreements, instruments and documents, and make such commitments, as may be required by the issuer and/or the seller of such securities, including, but not limited to, a representations that the Issuer is an "accredited investor" and/or a "qualified institutional buyer", and a commitment that such securities will not be offered or sold by the Issuer except in compliance with the registration requirements of the Securities Act or an exemption therefrom, if so required in connection with the acquisition thereof. The Issuer understands and agrees to be bound by the terms of any commitment entered into in connection with the purchase of securities on behalf of the Issuer pursuant to the authority granted to the Portfolio Manager by this Agreement, notwithstanding a subsequent termination of this Agreement as provided herein. Notwithstanding the foregoing, the Portfolio Manager shall not under any circumstances make any commitment on behalf of the Issuer to acquire or make payment under any Security in excess of the Issuer's ability to pay such committed amounts from time to time.

Acquisition of Securities. Except as otherwise provided herein(a) Purchaser is acquiring the Shares for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof. (b) Purchaser and its advisors, if any, have been furnished with materials relating to the Portfolio Manager is authorizedbusiness, on behalf finances and operations of the IssuerCompany and materials relating to the offer and sale of the Shares which have been requested by Purchaser. Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company and have received complete and satisfactory answers to any such inquiries. (c) Purchaser understands that its investment in the Shares involves a high degree of risk. (d) Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares. (e) Purchaser acknowledges that: (i) the Purchaser Shares have not been and are not being registered under the provisions of the Securities Act and may not be transferred unless (A) subsequently registered thereunder or (B) Purchaser shall have delivered to the Seller an opinion of counsel, or other evidence reasonably satisfactory in form, scope and substance to the Seller, to subscribe for and purchase Securities the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (ii) any sale of issuers offered to the Issuer from time to time. The Issuer represents and warrants to the Portfolio Manager that at the same time of any such purchase it will be an "accredited investor" as such term is defined Purchaser Shares made in Regulation D reliance on Rule 144 promulgated under the Securities Act and a "qualified institutional buyer" as that term is defined in Rule 144A and that the Issuer shall promptly inform the Portfolio Manager and the Funding Agent in writing should its status as such change in the future. In connection with any purchase of Securities eligible for purchase hereunder and deemed acceptable by the Portfolio Manager may be made only in accordance with the terms hereofof said Rule and further, if said Rule is not applicable, any resale of such Purchaser Shares under circumstances in which the Issuer authorizes Purchaser, or the Portfolio Manager to: (i) commit person through whom the sale is made, may be deemed to purchase such be an underwriter, as that term is used in the Securities for Act, may require compliance with some other exemption under the account Securities Act or the rules and regulations of the Issuer on Securities and Exchange Commission thereunder; and (iii) except as provided herein, neither the Purchaser nor any other person is under any obligation to register the Purchaser Shares under the Securities Act or to comply with the terms and conditions under which Securities are offered and are deemed acceptable to the Portfolio Manager in accordance with the terms hereof; andof any exemption thereunder. (iif) on behalf of Purchaser acknowledges and agrees that until such time as the Issuer, execute such agreements, instruments and documents, and make such commitments, as may be required by the issuer and/or the seller of such securities, including, but not limited to, a representations that the Issuer is an "accredited investor" and/or a "qualified institutional buyer", and a commitment that such securities will not be offered or sold by the Issuer except in compliance with the registration requirements of Purchaser Shares have been registered under the Securities Act or an exemption therefromthe Purchaser Shares shall bear a restrictive legend in substantially the following form: THESE SECURITIES (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, if so required in connection with the acquisition thereof. The Issuer understands and agrees to be bound by the terms of any commitment entered into in connection with the purchase of securities on behalf of the Issuer pursuant to the authority granted to the Portfolio Manager by this AgreementAS AMENDED (THE “SECURITIES ACT”), notwithstanding a subsequent termination of this Agreement as provided herein. Notwithstanding the foregoing, the Portfolio Manager shall not under any circumstances make any commitment on behalf of the Issuer to acquire or make payment under any Security in excess of the Issuer's ability to pay such committed amounts from time to timeOR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Acquisition of Securities. Except as otherwise provided herein, (a) Seller is acquiring the Portfolio Manager is authorized, on behalf of JUNI Shares for his own account for investment only and not with a view towards the Issuer, public sale or distribution thereof and not with a view to subscribe or for and purchase Securities of issuers offered to the Issuer from time to time. The Issuer represents and warrants to the Portfolio Manager that at the same time of sale in connection with any such purchase it will be distribution thereof. (b) Seller is: (i) an "accredited investor" as such term is defined in Regulation D under the Securities Act and a "qualified institutional buyer" as that term is defined in Rule 144A 501 of the General Rules and Regulations under the Securities Act, (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience, to protect his own interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of his investment in the JUNI Shares. (c) Seller acknowledges that the JUNI Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Issuer shall promptly inform Purchaser is relying upon the Portfolio Manager truth and accuracy of, and Seller's compliance with, the representations, warranties, agreements, acknowledgments and understandings of Seller set forth herein in order to determine the availability of such exemptions and the Funding Agent in writing should its status as eligibility of Seller to acquire the JUNI Shares. (d) Seller has been provided with, and has read the Company's Annual Report on Form 10KSB for fiscal year ended December 31, 1999, the Company's Proxy dated December 10, 1999, and the Company's Quarterly Reports on Form 10 QSB for the fiscal quarter ended September 30, 1999 (collectively, the SEC Reports). Seller and his advisors, if any, have also been furnished with materials relating to the business, finances and operations of Purchaser and materials relating to the offer and sale of the JUNI Shares which have been requested by Seller. Seller and his advisors, if any, have been afforded the opportunity to ask questions of the Purchaser and has received complete and satisfactory answers to any such change inquiries. (e) Seller understands that his investment in the future. In connection with JUNI Shares involves a high degree of risk. (f) Seller understands that no United States federal or state agency or any purchase other government or governmental agency has passed on or made any recommendation or endorsement of the JUNI Shares. (g) Seller acknowledges that: (i) the JUNI Shares have not been and are not being registered under the provisions of the Securities eligible for purchase hereunder Act and deemed acceptable by may not be transferred unless (A) subsequently registered thereunder or (B) Purchaser shall have received an opinion of counsel, reasonably satisfactory in form, scope and substance to Purchaser, to the Portfolio Manager effect that the JUNI Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (ii) any sale of the JUNI Shares made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms hereofof said Rule and further, if said Rule is not applicable, any resale of such JUNI Shares under circumstances in which the Issuer authorizes seller, or the Portfolio Manager to: (i) commit person through whom the sale is made, may be deemed to purchase such be an underwriter, as that term is used in the Securities for Act, may require compliance with some other exemption under the account Securities Act or the rules and regulations of the Issuer on Securities and Exchange Commission thereunder; and (iii) neither the Company nor any other person is under any obligation to register the JUNI Shares under the Securities Act or to comply with the terms and conditions under which Securities are offered and are deemed acceptable to the Portfolio Manager in accordance with the terms hereof; andof any exemption thereunder. (iih) on behalf of Seller acknowledges and agrees that until such time as the Issuer, execute such agreements, instruments and documents, and make such commitments, as may be required by the issuer and/or the seller of such securities, including, but not limited to, a representations that the Issuer is an "accredited investor" and/or a "qualified institutional buyer", and a commitment that such securities will not be offered or sold by the Issuer except in compliance with the registration requirements of JUNI Shares have been registered under the Securities Act or an exemption therefrom, if so required in connection with the acquisition thereof. The Issuer understands and agrees to be bound by the terms of any commitment entered into in connection with the purchase of securities on behalf of the Issuer pursuant to the authority granted to the Portfolio Manager by this Agreement, notwithstanding a subsequent termination of this Agreement as provided herein. Notwithstanding the foregoingAct, the Portfolio Manager JUNI Shares shall not under any circumstances make any commitment on behalf of bear a restrictive legend in substantially the Issuer to acquire or make payment under any Security in excess of the Issuer's ability to pay such committed amounts from time to timefollowing form: THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Acquisition of Securities. Except as otherwise provided herein, the Portfolio Manager is authorized, on behalf of the Issuer, to subscribe for and purchase Securities of issuers offered to the Issuer from time to time. The Issuer represents and warrants to the Portfolio Manager that at the same time of any such purchase it will be an "accredited investor" as such term is defined in Regulation D under the Securities Act of 1933, as amended, and a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and that the Issuer shall promptly inform the Portfolio Manager and the Funding Agent in writing should its status as such change in the future. In connection with any purchase of Securities eligible for purchase hereunder and deemed acceptable by the Portfolio Manager in accordance with the terms hereof, the Issuer authorizes the Portfolio Manager to: (i) commit to purchase such Securities for the account of the Issuer on the terms and conditions under which Securities are offered and are deemed acceptable to the Portfolio Manager in accordance with the terms hereof; , and (ii) on behalf of the Issuer, execute such agreements, instruments and documents, and make such commitments, as may be required by the issuer and/or the seller of such securities, including, but not limited to, a representations representation that the Issuer is an "accredited investor" and/or a "qualified institutional buyer", and a commitment that such securities will not be offered or sold by the Issuer except in compliance with the registration requirements of the Securities Act or an exemption therefrom, if so required in connection with the acquisition thereof. The Issuer understands and agrees to be bound by the terms of any commitment entered into in connection with the purchase of securities on behalf of the Issuer pursuant to the authority granted to the Portfolio Manager by this Agreement, notwithstanding a subsequent termination of this Agreement as provided herein. Notwithstanding the foregoing, the Portfolio Manager shall not under any circumstances make any commitment on behalf of the Issuer to acquire or make payment under any Security in excess of the Issuer's ability to pay such committed amounts from time to time.

Acquisition of Securities. Except (a) The Investor acknowledges that the Securities are "restricted securities" under the federal securities Laws, since they are being acquired from the Company in a transaction not involving a public offering and that under such Laws, the Securities may be resold without registration under the Act only in certain limited circumstances. The Securities shall bear a conspicuous legend restricting the transfer or other disposition thereof and appropriate stop transfer notations shall be placed in the records of the Company restricting the transfer thereof. The Investor represents that it is acquiring the Securities for its own investment and not with a view to or for sale in connection with any distribution thereof, or with any present intention of selling the Securities, except as otherwise provided herein, herein and the Portfolio Manager is authorized, on behalf fact that the disposition of its property shall at all times be within its control. (b) The Investor represents that it has such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of the Issuer, to subscribe for and purchase Securities of issuers offered to the Issuer from time to timetransactions contemplated by this Agreement. The Issuer represents and warrants Investor has had the opportunity to the Portfolio Manager that at the same time of any make such purchase investigation as it will be deems necessary to evaluate an "accredited investor" as such term is defined in Regulation D under the Securities Act and a "qualified institutional buyer" as that term is defined in Rule 144A and that the Issuer shall promptly inform the Portfolio Manager and the Funding Agent in writing should its status as such change investment in the future. In connection with any purchase of Securities eligible for purchase hereunder Company. (c) The Investor further acknowledges and deemed acceptable by the Portfolio Manager in accordance with the terms hereof, the Issuer authorizes the Portfolio Manager toagrees that: (i) commit to purchase the Securities are not registered under the Act and the sale thereof under this Agreement is exempt under Section 4(2) of the Act as not involving any public offering and the Company's reliance on such exemption is in part based upon the representations made by the Investor herein and the statutory basis for such exemption would not be present if, notwithstanding such representations, the Investor contemplated acquiring the Securities for resale upon the account occurrence or nonoccurrence of some predetermined event; (ii) except as provided in this Agreement, the Company is not obligated and does not propose to register the Securities or furnish information necessary to enable the sale of the Issuer on Securities under the terms Act or pursuant to any rules, regulations or exemptions thereunder; (iii) the Securities may not be sold, transferred or otherwise disposed of without registration under the Act and conditions applicable state securities Laws or exemptions therefrom and, in the absence of an effective registration statement covering the Securities or available exemptions from registration under which the Act and applicable state securities Laws, the Securities are offered and are deemed acceptable to the Portfolio Manager in accordance with the terms hereofmust be held indefinitely; and (iiiv) on behalf the Securities may not be sold pursuant to Rule 144 promulgated under the Act unless all the conditions of that rule are met and among the Issuer, execute conditions for the use of Rule 144 is availability of current information to the public about the Company; such agreements, instruments information is not now available and documents, the Investor acknowledges and agrees that Company has no present plans to make such commitmentsinformation available. (d) The Company may require, as may be required by the issuer and/or the seller of such securities, including, but not limited to, a representations that the Issuer is an "accredited investor" and/or a "qualified institutional buyer", and a commitment that such securities will not be offered or sold by the Issuer except in compliance with the registration requirements of the Securities Act or an exemption therefrom, if so required in connection with any sale, assignment, participation or other transfer of the acquisition thereofSecurities, an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer will not violate the registration provisions of the Act and will not violate the provisions of any applicable state securities law. The Issuer understands and Company agrees to be bound by bear the terms of any commitment entered into reasonable costs incurred in connection with obtaining such an opinion so long as the purchase of securities on behalf of the Issuer pursuant opinion is obtained from counsel to the authority granted Company or, if counsel to the Portfolio Manager by this AgreementCompany is unable or unwilling to provide such an opinion, notwithstanding a subsequent termination of this Agreement as provided herein. Notwithstanding from another law firm reasonably satisfactory to the foregoing, the Portfolio Manager shall not under any circumstances make any commitment on behalf of the Issuer to acquire or make payment under any Security in excess of the Issuer's ability to pay such committed amounts from time to timeCompany.

Acquisition of Securities. Except as otherwise provided herein, the Portfolio Manager is authorized, on behalf of the Issuer, to subscribe for and purchase Securities of issuers offered to the Issuer from time to time. The Issuer represents and warrants to the Portfolio Manager that at the same time of any such purchase it will be an "accredited investor" as such term is defined in Regulation D under the Securities Act of 1933, as amended, and a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and that the Issuer shall promptly inform the Portfolio Manager and the Funding Agent in writing should its status as such change in the future. In connection with any purchase of Securities eligible for purchase hereunder and deemed acceptable by the Portfolio Manager in accordance with the terms hereof, the Issuer authorizes the Portfolio Manager to: (i) commit to purchase such Securities for the account of the Issuer on the terms and conditions under which Securities are offered and are deemed acceptable to the Portfolio Manager in accordance with the terms hereof; and (ii) on behalf of the Issuer, execute such agreements, instruments and documents, and make such commitments, as may be required by the issuer and/or the seller of such securities, including, but not limited to, a representations representation that the Issuer is an "accredited investor" and/or a "qualified institutional buyer", and a commitment that such securities will not be offered or sold by the Issuer except in compliance with the registration requirements of the Securities Act or an exemption therefrom, if so required in connection with the acquisition thereof. The Issuer understands and agrees to be bound by the terms of any commitment entered into in connection with the purchase of securities on behalf of the Issuer pursuant to the authority granted to the Portfolio Manager by this Agreement, notwithstanding a subsequent termination of this Agreement as provided herein. Notwithstanding the foregoing, the Portfolio Manager shall not under any circumstances make any commitment on behalf of the Issuer to acquire or make payment under any Security in excess of the Issuer's ability to pay such committed amounts from time to time.