Acquisition of the Shares Sample Clauses

Acquisition of the Shares. All Shares to be sold by the Selling Shareholder in accordance with this Agreement were acquired by the Selling Shareholder pursuant to the Investment Agreement dated May 19, 2005, among the Company, America West Holdings Corporation and Eastshore Aviation, LLC.

Acquisition of the Shares. Seller declares that it acquired the Shares, as follows:

Acquisition of the Shares. The Moderate Fund represents and warrants that the Shares it acquires pursuant to this Agreement are not being acquired for the purpose of making any distribution thereof, except in accordance with the terms of this Agreement.

Acquisition of the Shares. On the terms and subject to the conditions contained in this Agreement, the Purchaser hereby agrees to purchase and the Seller hereby agrees to sell, convey, transfer and assign the Shares to the Purchaser, free and clear of all liens, security interests, pledges, encumbrances, buy-sell agreements, preemptive rights and adverse claims of every kind and character whatsoever.

Acquisition of the Shares. (a) The Seller is acquiring the Shares to be issued by Level 3 hereunder for its own account for investment and without any present intention of distributing such Shares in violation of applicable federal securities laws. (b) The Seller has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in Level 3 as contemplated by this Agreement, and is able to bear the economic risk of such investment for an indefinite period of time. The Seller has been afforded access to Level 3's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and Level 3's Quarterly report on Form 10-Q for fiscal quarters ended March 31, 2005, June 30, 2005, and September 30, 2005 ("Level 3 SEC Reports"), and has been afforded an opportunity to ask questions of and receive answers from representatives of Level 3 and Purchaser concerning the terms and conditions of this Agreement and the acquisition of such Shares. (c) Seller is an "accredited investor" as such term is defined in Rule 501(a) promulgated under the Securities Act. (d) Seller understands that the Shares have not been registered under the Securities Act or any state securities law, by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act and such state securities laws, which exemption depends upon, among other things, the bona fide nature of Seller's investment intent as expressed herein. Seller understands that such securities must be held indefinitely unless they are subsequently registered under the Securities Act and such state securities laws or a subsequent disposition thereof is exempt from registration. Seller understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to Seller) promulgated under the Securities Act depends upon the satisfaction of various conditions and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. Seller acknowledges that the certificates evidencing the Shares will bear a legend reflecting such restriction on the transfer of such Shares.

Acquisition of the Shares. 5.1. The Seller declares that it acquired the Shares as follows: - [•] ordinary shares by notarial deed of [•], executed on the [•] day of [•] before [•]; - [•] ordinary shares and [•] preference shares by notarial deed of [•], executed on the [•] day of [•] before [•].

Acquisition of the Shares. The Mid-Cap Fund represents and warrants that the Shares it acquires pursuant to this Agreement are not being acquired for the purpose of making any distribution thereof, except in accordance with the terms of this Agreement.

Acquisition of the Shares. The Large-Cap Core Fund represents and warrants that the Shares it acquires pursuant to this Agreement are not being acquired for the purpose of making any distribution thereof, except in accordance with the terms of this Agreement.

Acquisition of the Shares. The FWLC Fund represents and warrants that the Shares it acquires pursuant to this Agreement are not being acquired for the purpose of making any distribution thereof, except in accordance with the terms of this Agreement.