Accredited Investor, etc. The Lender has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and to bear the economic risk of such investment for an indefinite period of time. The Lender is an "accredited investor" as that term is defined in Regulation D under the Securities Act.
Accredited Investor, etc. The Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Notes, is able to incur a complete loss of such investment and to bear the economic risk of such investment for an indefinite period of time. Such Purchaser has been given access to all information with respect to the Company requested by the Purchaser and has had access to, and adequate opportunity to ask questions of and request additional information from, officers and representatives of the Company concerning the Company’s business, operations and financial condition. Such Purchaser (i) is an “accredited investor” as that term is defined in Regulation D under the Securities Act and (ii) has been represented by counsel in the purchase of the Notes and has been advised with respect to the restrictions imposed by state and federal securities laws with respect to the disposition of the Notes.
Accredited Investor, etc. (1) The Investor acknowledges that the Common Shares have not been registered under the Securities Act or under any state securities laws. The Investor (i) is acquiring the Common Shares pursuant to an exemption from registration under the Securities Act solely for investment with no present intention to distribute any of the Common Shares to any person, (ii) will not sell or otherwise dispose of any of the Common Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws, (iii) is an “accredited investor” as defined in SEC Rule 501 and/or a “qualified institutional buyer” under SEC Rule 144A, and (iv) has such knowledge and experience in financial and business matters and in investments of this type, including knowledge of the Company, that it is capable of evaluating the merits and risks of the Company and of its investment in the Common Shares and of making an informed investment decision; provided, however, that by making the representations herein, such Investor does not agree to hold any of the Common Shares for any minimum period of time and reserves the right at all times to sell or otherwise dispose of all or any part of such Common Shares pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws. The Investor is not a registered broker-dealer under Section 15 of the Exchange Act or an unregistered broker-dealer engaged in the business of being a broker-dealer.
(2) The Investor has, either alone or through its representatives:
(A) consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers in connection herewith to the extent it has deemed necessary;
(B) had a reasonable opportunity to ask such questions as it has deemed necessary of, and to receive answers from, the officers and representatives of the Company and the Company Subsidiaries concerning the Company’s and the Company Subsidiaries’ financial condition and results of operations, the business plan for the Company and the Company Subsidiaries, all employment agreements and benefit plans and other contractual arrangements among the Company, the Company Subsidiaries and their respective management teams, the terms and conditions of the private placement of the Common Shares, the transactions contemplated hereby and any additional rel...
Accredited Investor, etc. Each Purchaser severally represents and warrants that it is an "accredited investor" within the meaning of Rule 501 under the Securities Act. Each Purchaser severally represents and warrants that it is acquiring the Shares for its own account and not for distribution or resale, with no present intention of distributing or reselling said Shares or Conversion Shares or any part thereof; provided that the disposition of such Purchaser's property shall at all times remain within its control. Each Purchaser severally agrees: (a) that such Purchaser will not sell, assign, pledge, give, transfer or otherwise dispose of the Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Shares under the Securities Act and all applicable state securities laws or in a transaction which, in the written opinion of counsel for such Purchaser satisfactory to the Company (which requirement may be waived by the Company upon advice of counsel), is exempt from the registration provisions of the Securities Act and all applicable state securities laws; (b) that the certificate(s) for the Shares will bear a legend making reference to the foregoing restrictions for so long as such legend may be required pursuant to applicable federal securities laws; and (c) that the Company and any transfer agent for the Shares shall not be required to give effect to any purported transfer of any of the Shares except upon compliance with the foregoing restrictions.
Accredited Investor, etc. The Purchaser represents and warrants to, and covenants and agrees with, the Company that (i) at the time it was offered the Notes, it was, (ii) at the date hereof, it is, and (iii) at the Closing, it will be, a "qualified institutional buyer" as defined in Rule 144A under the Securities Act, and has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Notes, and has so evaluated the merits and risks of such investment, is able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment.
Accredited Investor, etc. Such Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and to bear the economic risk of such investment for an indefinite period of time. Such Purchaser (i) is an “accredited investor” as that term is defined in Regulation D under the Securities Act, (ii) is a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act (a “QIB”) and (iii) has been represented by counsel in the purchase of the Notes to be purchased by it and is aware of the limitations of state and federal securities laws with respect to the disposition of the Notes.
Accredited Investor, etc. (a) Each Seller that will receive any Buyer Common Stock to be delivered pursuant to this Agreement is receiving such Buyer Common Stock for its own account, for investment purposes only and not with a view to, or for resale in connection with, the distribution or other disposition thereof or with any present intention of distributing or reselling any portion thereof.
(b) Each Seller that will receive any Buyer Common Stock to be delivered pursuant to this Agreement is a sophisticated investor with knowledge and experience in financial and business matters. Each Seller is aware that it must bear the economic risk of such investment for an indefinite period of time since, in the view of the SEC, the statutory basis for exemption from registration under the Securities Act would not be present if such representation meant merely that the present intention of such Seller is to hold any Buyer Common Stock to be delivered pursuant to this Agreement for a deferred sale or for any fixed period in the future. Each Seller can afford to bear such economic risk and can afford to suffer the complete loss of its investment hereunder.
(c) Each Seller that will receive any Buyer Common Stock to be delivered pursuant to this Agreement acknowledges that such Seller, together with its advisors, (i) has conducted such Seller’s own investigation of the Buyer Common Stock, including with respect to the Buyer’s financial position and results of operations and the terms of the Buyer Common Stock, and has not relied on any statements or other information provided by any other Person concerning the Buyer or the terms of the Buyer Common Stock, other than those representations and warranties of the Buyer set forth herein, (ii) has had access to the SEC reports and such financial and other information as such Seller deems necessary to make the decision to enter into this Agreement and consummate Contemplated Transactions, (iii) has been offered the opportunity to ask questions of and request additional information from the Buyer and has received answers thereto and has received such additional information as such Seller deems necessary in connection with the decision to enter into this Agreement and consummate the Contemplated Transactions, (iv) has sufficient knowledge and experience in financial and business matters as to be capable of evaluating the financial position and results of operations of the Buyer and the merits and risks of such Seller’s agreeing to receive the Stock Con...
Accredited Investor, etc. Buyer is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act. Buyer has such knowledge and experience in financial, tax and business matters that it is capable of evaluating the merits and risks of its purchase of the Membership Interest.
Accredited Investor, etc. Such Note Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and to bear the economic risk of such investment for an indefinite period of time. Such Note Purchaser is an “accredited investor” as that term is defined in Regulation D under the Securities Act.
Accredited Investor, etc. The Purchaser is a sophisticated institution who is an “accredited investor,” as defined in Rule 501 under the 1933 Act, who has had an opportunity to review the Company and ask questions of its management to its satisfaction, and who understands the risks of an investment in the Purchased Shares, and has the ability to hold the Purchased Shares indefinitely and can afford loss of its investment.
