Purchase for Investment Clause Example from Business Contracts

Purchase for Investment. Unless the offering and sale of the Shares to be issued upon the particular exercise, acceptance or settlement of a Stock Right shall have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended (the "1933 Act"), the Company shall be under no obligation to issue the Shares covered by such exercise, acceptance or settlement unless and until the following conditions have been fulfilled: a. The person(s) who exercise(s) or accept(s) an Option or Stock Gran...t, or acquire(s) Shares upon settlement of an RSU, shall warrant to the Company, prior to the receipt of such Shares, that such person(s) are acquiring such Shares for their own respective accounts, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificate(s) evidencing their Shares issued pursuant to such exercise, grant or settlement: "The shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws." 18 b. At the discretion of the Administrator, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise, acceptance or settlement in compliance with the 1933 Act without registration thereunder. View More