Accredited Investor; Investment. Buyer is an “accredited investor” within the meaning of Regulation D under the Securities Act, and the rules and regulations promulgated thereunder. Buyer acknowledges that none of the Membership Interests has been, or are contemplated to be, registered under any federal, state or local or international securities Laws (collectively, “Securities Laws”), and may not be resold unless permitted under applicable exemptions contained in the Securities Laws or upon satisfaction of the registration or qualification requirements of the Securities Laws. Buyer acknowledges and agrees that it must bear the economic risk of its purchase of the Membership Interests under this Agreement for an indefinite period of time because the Membership Interests have not been registered or qualified under the Securities Laws, and, therefore, cannot be sold unless subsequently registered or exemptions from registration or qualification are available. Buyer is not acquiring the Membership Interests with a view to, or for sale in connection with, any distribution thereof within the meaning of the Securities Act. Buyer, together with its stockholders, directors and executive officers and advisors, is familiar with investments of the nature of the Membership Interests, understands that these investments involve substantial risks, has adequately investigated any Project, and has substantial knowledge and experience in financial and business matters, including, without limitation, energy power (including solar energy) production projects, such that it is capable of evaluating, and has evaluated, the merits and risks inherent in entering into the sale contemplated under this Agreement, and is able to bear the economic risks of such investment for an indefinite period.
Accredited Investor; Investment. Each Member hereby represents that such Member (i) is an “accredited investor” as defined under Rule 501 promulgated under the Securities Act; (ii) is acquiring the shares of Parent Stock solely for his, her or its own account for investment purposes, and not with a view to the distribution thereof in violation of any applicable securities laws; and (iii) is a sophisticated investor with knowledge and experience in business and financial matters such that such Member is capable of evaluating the Agreement.
Accredited Investor; Investment. It is an “accredited investor” for purposes of Regulation D under the Securities Act and that it has sufficient knowledge and experience in evaluating and investing in companies similar to Newco and the Company so as to be able to evaluate the risks and merits of its investment in Newco and the Company and is able financially to bear the risks thereof. Each Investor acknowledges that an investment in Newco and in the Company involves a substantial degree of risk of loss of such Investor’s entire investment and that there is no assurance of any income from such investment. It is acquiring the Newco Common Stock and Company Common Stock described herein for investment, for its own account and not with a view to, or for resale in connection with, any distribution thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.
Accredited Investor; Investment. The Buyer is an “accredited investor” within the meaning of Regulation D under the Securities Act. The Buyer acknowledges that the Securities have not been, nor are they contemplated to be, registered under any federal, state or local securities laws, and may not be resold unless permitted under applicable exemptions contained in such securities laws or upon satisfaction of the registration or qualification requirements of such securities laws. The Buyer acknowledges and agrees that it must bear the economic risk of its investment in the Securities for an indefinite period of time, since such investment has not been registered or qualified under such securities laws. The Buyer is not acquiring the Securities with a view to, or for sale in connection with, any distribution thereof within the meaning of the Securities Act. Subject to its reliance on the express representations and warranties made by the Sellers in this Agreement, the Buyer, together with its shareholders, directors and officers, is familiar with investments of the nature of the investment contemplated under this Agreement, understands that this investment involves substantial risks, has adequately investigated the Company and the Business and has substantial knowledge and experience in financial and business matters, such that it is capable of evaluating, and has evaluated, the merits and risks inherent in purchasing the Securities, and is able to bear the economic risks of such investment. Further, the Buyer (i) represents and warrants that the Buyer is aware that as a condition to the Buyer becoming a member of the Company, it must execute a joinder agreement to the LLC Agreement and the Rights Agreement, (ii) understands that such agreements provide restrictions on the ability of the Buyer to sell, transfer, distribute, assign, mortgage, hypothecate or otherwise encumber the purchased Securities, and (iii) agrees that it will truthfully and completely answer all questions, and make all covenants, that the Company may, contemporaneously or hereafter, reasonably ask or demand for the purpose of establishing compliance with the Securities Act and applicable state securities laws with respect to the Buyer’s purchase of the Securities.
