Accredited Investor; Investment Intent. Buyer is an accredited investor as defined in Regulation D under the Securities Act. Buyer is acquiring the Interests for its own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof, except in compliance with applicable federal and state securities laws.
Accredited Investor; Investment Intent. 4.2.1 This Agreement is made with such Purchaser in reliance upon such Purchaser’s representation to Borrower and Parent, which by such Purchaser’s execution of this Agreement, such Purchaser hereby confirms, that (A) the Securities to be acquired by such Purchaser are being acquired for investment for such Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, except that (without any limitation on such Purchaser’s rights to sell, assign or otherwise transfer all or any part of the Securities to be acquired by such Purchaser) such Purchaser may, in its sole discretion grant one or more participation interests in the Securities to be acquired by such Purchaser; and (B) such Purchaser has full power and authority to enter into this Agreement.
4.2.2 Such Purchaser has not been attracted to the purchase of the Securities by any general publication or advertising.
4.2.3 Such Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Securities to be acquired by such Purchaser, and represents that it has had an opportunity to ask questions and receive answers from Borrower and Parent regarding Borrower and Parent, their business and prospects, and the terms and conditions of the offering of the Securities. The foregoing, however, does not limit or modify the representations and warranties of the Credit Parties contained in this Agreement or any of the other Loan Documents.
4.2.4 Such Purchaser has not been organized for the purpose of acquiring the Securities and is an investor in securities of privately-held companies and acknowledges that it is able to protect its interests in connection with the purchase of the Securities to be acquired by such Purchaser, can bear the economic risk of its investment with full understanding that it can lose its entire investment in the Securities without producing a material adverse change in its financial condition, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities to be acquired by such Purchaser.
4.2.5 Such Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission, as presently in effect and is a small business investment company licensed by the Small Business Administration.
4.2.6 Such Purchaser understands that (A) neither the Secu...
Accredited Investor; Investment Intent. Purchaser qualifies as an “accredited investor” within the meaning of Rule 501(a) of Regulation D of the Securities Act. Purchaser is acquiring the Shares on the date of the Closing for its own account for the purpose of investment and not with a view to, or for sale in connection with, the distribution thereof, and it has no present intention of distributing or selling such Shares. Purchaser understands that the Shares have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and hereby agrees not to make any sale, transfer or other dispositions of such Shares unless either (i) such Shares have been registered under the Securities Act and all applicable state and other securities laws and any such registration remains in effect or (ii) registration is not required under the Securities Act or applicable state securities laws with respect to such sale, transfer or other disposition.
Accredited Investor; Investment Intent. Each Contributor is an accredited investor as defined in Regulation D under the Securities Act. Each Contributor is acquiring the Stock Consideration for its own account for investment and not with a view to, or for sale or other disposition in connection with any distribution of all or any part thereof, except in compliance with applicable federal and state securities Laws.
Accredited Investor; Investment Intent. The Company is an accredited investor as defined in Regulation D under the Securities Act. The Company is acquiring the Transferred Interests for its own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof, except in compliance with applicable federal and state securities Laws. The Company acknowledges that the Transferred Interests are not registered under the Securities Act or any state securities laws, and that the Transferred Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. The Company, together with Parent, its sole equityholder, has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.
Accredited Investor; Investment Intent. Each of the Buyer and the Partnership is an accredited investor as defined in Regulation D under the 1933 Act. The Partnership is acquiring the Contributed Interests for its own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof, except in compliance with applicable federal and state securities Laws, nor with any present intention of distributing or selling any of the Contributed Interests except in compliance with applicable federal and state securities Laws.
Accredited Investor; Investment Intent. The Purchaser is an accredited investor as that term is defined in Rule 501(a) of Regulation D, and is acquiring the Preferred Shares solely for Purchaser’s own account for investment purposes as a principal and not with a present view to the public resale or distribution of all or any part thereof, except pursuant to sales that are exempt from the registration requirements of the Securities Act and/or sales registered under the Securities Act; provided, however, that in making such representation, the Purchaser does not agree to hold the Securities for any minimum or specific term and reserves the right to sell, transfer or otherwise dispose of the Securities at any time in accordance with the provisions of this Agreement and with Federal and state securities laws applicable to such sale, transfer or disposition.
Accredited Investor; Investment Intent. Seller is an accredited investor as defined in Regulation D under the Securities Act. Seller is acquiring the Parent Shares for its own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof, except in compliance with applicable federal and state securities laws.
Accredited Investor; Investment Intent. The Purchaser is an accredited investor as that term is defined in Rule 501 of Regulation D, and is acquiring the Shares solely for its own account for investment purposes as a principal and not with a present view to the public resale or distribution of all or any part thereof, except pursuant to sales that are exempt from the registration requirements of the Securities Act or sales registered under the Securities Act; provided, however that in making such representation, the Purchaser does not agree to hold the Shares for any minimum or specific term and reserves the right to sell, transfer or otherwise dispose of the Shares at any time in accordance with the provisions of this Agreement and with Federal and state securities laws applicable to such sale, transfer or disposition.
Accredited Investor; Investment Intent. The investment decision with respect to entering into this Agreement and the acquisition of Common Units has been made solely by the Company. Although the Company intends to distribute the Common Units at Closing to certain members and beneficial owners of the Company, as contemplated by Section 2.3, none of such Persons has participated in the foregoing investment decision. The Company is a knowledgeable investor and acknowledges that it has received or had access to all information concerning USAC that it required to make such investment decision and has had the ability to evaluate (and in fact has evaluated) such information. In making the decision to enter into this Agreement and to consummate the Transactions, except for the representations and warranties of USAC in Article IV, the Company has relied on its own independent due diligence investigation of USAC and has been advised by and has relied solely on its own expertise and professional counsel concerning this transaction, the Common Units to be acquired pursuant to this Agreement and the value thereof. Each of the Company and any Persons to whom the Company intends to distribute the Common Units as contemplated by Section 2.3 is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and is acquiring the Common Units for its own account and not with the intent to make a distribution within the meaning of the Securities Act or a distribution thereof in violation of any other applicable securities laws. Each of the Company and such Persons will hold the Common Units for its own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof within the meaning of the Securities Act, except in compliance with applicable federal and state securities laws. Each of the Company and such Persons have reviewed and are familiar with the Organizational Documents of USAC and the USAC SEC Reports.
