Accredited Investor; Investment Representations. (a) (i) Such Member represents that at the time such Member was offered the Merger Shares, it was, and as of the date of the Member Approval and the Closing Date, it will be, an “accredited investor” as defined in Rule 501(a) under the Securities Act or (ii) either alone or together with its purchaser representative, as defined in Rule 501(a) under the Securities Act, meets the suitability requirements of Regulation D of the Securities Act (“Section 4(2)”) and has provided to the Company herewith the completed and executed Confidential Investor Questionnaire (“Investor Questionnaire”) and Questionnaire for Purchaser Representatives completed and executed by its qualified purchaser representative. The Subscriber acknowledges, confirms and agrees that its responses included in the Subscriber’s Investor Questionnaire are incorporated herein in their entirety. The Subscriber agrees to provide to the Company any further documentation it may request to confirm compliance with Regulation D and/or Section 4(2).
Accredited Investor; Investment Representations. Each of Buyer and TPG is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act. By reason of TPG's and/or Buyer's business and financial experience in business, each of TPG and Buyer has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the purchase of the Shares and the Notes, is able to bear the economic risk of such investment in the Company, and is able to afford a complete loss of such investment.
Accredited Investor; Investment Representations. Such Purchaser represents that it is an “accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act. Such Purchaser understands that the Shares and any Additional Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Purchaser’s representations contained in this Agreement, including, without limitation, that such Purchaser is an “accredited investor” within the meaning of Regulation D under the Securities Act. Such Purchaser has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Shares and any Additional Shares to be purchased by it under this Agreement.
Accredited Investor; Investment Representations. Buyer is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act. Buyer, by reason of its business and financial experience in business, has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the prospective investment, is able to bear the economic risk of such investment, and is able to afford a complete loss of such investment.
Accredited Investor; Investment Representations. State of Sale. Purchaser is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Shares. Purchaser can bear the financial risk of an investment in the Shares. Purchaser was not formed for the purpose of making an investment in the Shares. Purchaser is acquiring the Shares for its own account and not with a present view to, or for sale in connection with, any distribution thereof in violation of the registration requirements of the Securities Act. Purchaser understands that the Shares have not been registered under the Act and, therefore, cannot be resold unless they are registered under the Act or unless an exemption from registration is available. Purchaser understands that a legend will be placed on the certificates evidencing the Shares that they have not been so registered and setting forth or referring to the restrictions on transferability and sale of the Shares. Purchaser agrees that the offer and sale of the Shares to that particular purchaser occurred in the state of Colorado and/or the state of Purchaser's address as set forth in the signature page hereof.
Accredited Investor; Investment Representations. (a) With respect to any Seller receiving a portion of the Closing Stock Payment, such Sellers are “accredited investors” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and have such knowledge and experience in financial affairs that such Sellers are capable of evaluating the merits and risks of an investment in the Parent Common Stock. The Sellers have not relied in connection with this investment upon any representations, warranties or agreements other than those set forth in this Agreement. The Sellers’ financial situation is such that they can afford to bear the economic risk of holding the Parent Common Stock for an indefinite period of time, and such Sellers can afford to suffer the complete loss of such Sellers’ investment in the Parent Common Stock.
Accredited Investor; Investment Representations. Purchaser is an ----------------------------------------------- "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act. Purchaser, by reason of its business and financial experience in business, has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the purchase of the Shares, is able to bear the economic risk of such investment in the Transferred Subsidiaries, and is able to afford a complete loss of such investment.
Accredited Investor; Investment Representations. (a) With respect to each Seller who will receive any portion of the Acquisition Shares, such Seller is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, and has such knowledge and experience in financial affairs that such Seller is capable of evaluating the merits and risks of an investment in the Acquisition Shares. Such Seller has not relied in connection with an investment in the Acquisition Shares upon any representations, warranties or agreements other than those set forth in this Agreement. Such Seller’s financial situation is such that he can afford to bear the economic risk of holding the Acquisition Shares for an indefinite period of time, and such Seller can afford to suffer the complete loss of such Seller’s investment in the Acquisition Shares.
