Accredited Investor; Acquisition for Investment Purposes Sample Clauses

Accredited Investor; Acquisition for Investment Purposes. At the Closing, each McNeil Partnership (and each partner, if any, of such McNeil Partnership receiving OP Units at Closing) wilx xx xn "accredited investor" as defined in Rule 501 xx the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Each of the McNeil Partnerships is acquiring the Units solely for its own account for the purpose of investment and not xx x nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any Units (other than in a transaction which is either registered under the Securities Act or exempt from such registration, and in compliance with all applicable Blue Sky or state securities laws or exempt therefrom). Each McNeil Partnership agrees and acknowledges that it will not, directly or indirectly, offer, transfer, sell, assign, xxxxge, hypothecate or otherwise dispose of (hereinafter, "Transfer") any of the OP Units unless such Transfer complies with the Operating Partnership Agreement and is either (i) pursuant to an effective registration statement under the Securities Act and qualification or other compliance under applicable Blue Sky or state securities laws, or (ii) exempt from registration under the Securities Act and qualification or other compliance under applicable Blue Sky or state securities laws. Notwithstanding anything to the contrary in this Agreement, the representations and agreements set forth in this subparagraph (20) and in the Subscription Agreement shall survive the Closing contemplated herein, without any limitation on their survival.
Sample 1
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Accredited Investor; Acquisition for Investment Purposes. It and each direct and indirect owner of it is an "accredited investor" as defined in Rule 501 of the General Rules and Regulations promulgated under the Securities Act. It is acquiring the Units solely for its own account for the purpose of investment and not as a nominee or agent for any other Person other than owners of it, and not with a view to, or for offer or sale in connection with, any distribution of any Units (other than in a transaction which is either registered under the Securities Act or exempt from such registration, and in compliance with all applicable Blue Sky or state securities laws or exempt therefrom). It agrees and acknowledges that it will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (hereinafter, "Transfer") any of the Units unless such Transfer complies with the Operating Partnership Agreement and is either (i) pursuant to an effective registration statement under the Securities Act and qualification or other compliance under applicable Blue Sky or state securities laws, or (ii) exempt from registration under the Securities Act and qualification or other compliance under applicable Blue Sky or state securities laws.
Sample 1
Accredited Investor; Acquisition for Investment Purposes. Each Other Contributor and each direct and indirect owner of such Other Contributor is an "accredited investor" as defined in Rule 501 of the General Rules and Regulations promulgated under the Securities Act. Each of the Grove Contributors is acquiring the Units solely for its own account for the purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any Units (other than in a transaction which is either registered under the Securities Act or exempt from such registration, and in compliance with all applicable Blue Sky or state securities laws or exempt therefrom). Each Other Contributor agrees and acknowledges that it will not, directly or indirectly, Transfer any of the Units unless such Transfer complies with the Operating Partnership Agreement and is either (i) pursuant to an effective registration statement under the Securities Act and qualification or other compliance under applicable Blue Sky or state securities laws, or (ii) exempt from registration under the Securities Act and qualification or other compliance under applicable Blue Sky or state securities laws.
Sample 1

Related to Accredited Investor; Acquisition for Investment Purposes

  • Accredited Investor Status or Investment Limits Subscriber represents that either:

  • Investment Purposes The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 under the Securities Act.

  • Accredited Investor Status The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

  • Investment Purpose As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable (i) on account of interest on the Note, (ii) as a result of the events described in Sections 1.3 and 1.4(g) of the Note or (iii) in payment of the Standard Liquidated Damages Amount (as defined in Section 2(f) below) pursuant to this Agreement, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

  • Acquisition for Investment The Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for the its own account for the purpose of investment and not with a view to or for sale in connection with a distribution to anyone. 投资目的。购买人是符合规则S下定义的“非美国主体”，购买此合同下的股票仅出于其个人的投资目的，不是为了向其他人分销。

  • Accredited Investors The Optionee is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

  • Investment Intent; Accredited Investor The Investor is purchasing the Note and the Warrant for its own account, for investment purposes, and not with a view towards distribution. The Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D of the 1933 Act. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (a) evaluating the merits and risks of an investment in the Note, the Warrant and the Investor Shares and making an informed investment decision, (b) protecting its own interests and (c) bearing the economic risk of such investment for an indefinite period of time.

  • Transfers to Non-QIB Institutional Accredited Investors The following provisions shall apply with respect to the registration of any proposed transfer of a Note to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons):

  • Institutional Accredited Investor It is and will be on the Closing Date (i) an institutional “accredited investor” as such term is defined in Rule 501(a) of Regulation D and as contemplated by subsections (1), (2), (3) and (7) of Rule 501(a) of Regulation D, and has no less than $5,000,000 in total assets, or (ii) a QIB.

  • Acquisition for Own Account Purchaser is acquiring the Shares and the Conversion Shares for Purchaser's own account for investment only, and not with a view towards their distribution.

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