Investment in Parent Common Stock Sample Clauses

Investment in Parent Common Stock. Each Seller is acquiring the Parent Common Stock for its own account for the purpose of investment and not with a view to or for sale in connection with a distribution. Except for the transactions contemplated by the Existing Registration Rights Agreement and the Registration Rights Agreement, Sellers do not have an arrangement (whether or not legally binding) to effect any distribution of the Parent Common Stock to or through any Person. Each Seller understands that the Parent Common Stock to be delivered to such Seller at Closing will not be registered under the 1933 Act or any other United States state securities laws by reason of specified exemption from the registration provisions thereof, which depends upon, among other things, the bona fide nature of its investment intent as expressed herein, and that such Parent Common Stock may not be transferred or sold except pursuant to the registration provisions of the 1933 Act and any applicable United States state securities laws, or pursuant to an applicable exemption therefrom. Each Seller is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act. No Seller is required to be registered as a broker-dealer under Section 15 of the 1934 Act, and no Seller is a broker-dealer. The Sellers are not purchasing the Parent Common Stock and the Parent Common Stock were not offered to the Sellers by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (a) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (b) any seminar or meeting to which the Sellers were invited by any of the foregoing means of communications. Without limiting the representations, warranties, agreements and covenants of Parent and Merger Subs set forth in this Agreement or the Related Agreements, each Seller acknowledges that it has had the opportunity to review the books and records and other information regarding Parent that it has deemed necessary to make an informed investment decision with respect to the investment and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the acquisition of the Parent Common Stock and the merits and risks of investing in the Parent Common Stock; (ii) access t...
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Investment in Parent Common Stock. (a) Such Stockholder has, during the course of the Transactions, had the opportunity to ask questions of, and has received answers from, Parent and its representatives concerning Parent and the Transactions. (b) Such Stockholder is acquiring the Parent Common Stock for its own account, for investment, and not with a view to any resale or "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"). (c) Such Stockholder understands that because the sale of Parent Common Stock to such Stockholder as Merger Consideration has not been registered under the Securities Act, such Stockholder cannot dispose of any of such Parent Common Stock until such Parent Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available. (d) Such Stockholder is sufficiently knowledgeable and experienced in financial matters so as to be able to evaluate the risks and merits of such Stockholder's investment in Parent Common Stock, and such Stockholder is able to bear the economic risk of loss of such Stockholder's entire investment in Parent Common Stock. Such Stockholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act. (e) Such Stockholder has been advised that the Parent Common Stock to be received by such Stockholder pursuant to the Transactions has not been registered under the Securities Act or under the "blue sky" laws of any jurisdiction and that Parent is issuing Parent Common Stock to such Stockholder pursuant to this Agreement in reliance upon, among other things, the representations and warranties of such Stockholder contained in this Section 5.5.
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Investment in Parent Common Stock. Each Shareholder: (a) is fully informed as to the business conducted by Parent and the industry in which Parent operates generally; (b) has adequate means of providing for its current needs and possible contingencies and has no need now, and anticipates no need in the foreseeable future, to sell Parent Common Stock; (c) understands that the Parent Common Stock to be issued as part of the Merger Consideration has not been and will not be registered under the Securities Act or the securities laws of any state and will be issued under an exemption from registration thereunder; (d) has no agreement or other arrangement, formal or informal, with any person to sell, transfer or pledge any part of the Parent Common Stock to be issued as part of the Merger Consideration or which would guarantee to the Shareholder any profit or against any loss with respect to such Parent Common Stock, and it has no plans to enter into any such agreement or arrangement; (e) understands that it must bear the economic risk of its investment for an indefinite period of time because the shares of Parent Common Stock to be issued as part of the Merger Consideration cannot be sold or otherwise transferred unless the offer and sale of such shares of Parent Common Stock is subsequently registered under the Securities Act (which Parent is not obligated and does not plan to do) or an exemption from such registration that is available; (f) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in Parent Common Stock and of making an informed investment decision; (g) has not received any representations, guaranties, or warranties made by Parent, or its agents or employees, or by any other person, expressly or by implication, with respect to (i) the approximate length of time that the Shareholder will be required to remain an owner of Parent Common Stock; (ii) the percentage of profit and/or amount of or type of consideration, profit, or loss (including, without limitation, tax benefits) to be realized, if any, as a result of investment in Parent Common Stock; and (iii) the possibility that the past performance or experience on the part of any officer or director of Parent, or of any other person, might in any way indicate the predictable results of operations of Parent, or of ownership of Parent Common Stock; (h) understands that no federal or state agency has passed on or made any recommendation or endorsement...
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Investment in Parent Common Stock 
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Related to Investment in Parent Common Stock

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Capital Stock The authorized capital stock of the Company consists solely of 50,000,000 shares of common stock, par value $0.01 per share ("Company Common Stock"), and 25,000,000 shares of preferred stock, par value $0.01 per share ("Company Preferred Stock"). As of July 10, 2002, 15,316,062 shares (including restricted stock issued to employees of the Company but which shares have not been issued in certificated form) of Company Common Stock were issued and outstanding; no shares were held in the treasury of the Company. Since such date, there has been no change in the number of issued and outstanding shares of Company Common Stock or shares of Company Common Stock held in treasury and 413,398 and 775,644 shares were reserved for issuance under the Company's 1993 Stock Option Plan and Parallel Non-Qualified Savings Plan, respectively. As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Company Common Stock are, and all shares reserved for issuance (including the shares of New Preferred Stock issuable in the Offer and the shares of Company Common Stock issuable on conversion thereof) will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. Except pursuant to this Agreement and the Company Rights Agreement, and except as disclosed in the Disclosure Schedule (as defined in Section 8.11), there are no outstanding subscriptions, options, warrants, rights (including "phantom" stock rights), preemptive rights or other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement (together, "Options"), obligating the Company or any of its Subsidiaries to issue or sell any shares of capital stock of the Company or to grant, extend or enter into any Option with respect thereto or "phantom" stock rights or otherwise provide any payment or compensation based on "phantom" stock or measured by the value of the Company's stock, assets, revenues or other similar measure.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Cancellation of Treasury Stock and Parent-Owned Stock Any shares of Company Common Stock that are owned by the Company as treasury stock, and any shares of Company Common Stock owned by Parent or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.