Accredited Investor; Non-U. S. Persons. Such Investor either (a) is an “accredited investor” within the meaning of Securities and Exchange Commission (“SEC”) Rule 501 of Regulation D, as presently in effect, or (b) (i) certifies that such Investor is not a “U.S. person” within the meaning of SEC Rule 902 of Regulation S, as presently in effect, and that such Investor is not acquiring the Securities for the account or benefit of any such U.S. person, (ii) agrees to resell the Securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration and agrees not to engage in hedging transactions with regard to such Securities unless in compliance with the Act, (iii) agrees that any certificates for any Securities issued to such Investor shall contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an available exemption from registration and that hedging transactions involving such Securities may not be conducted unless in compliance with the Act, and (iv) agrees that the Company is hereby required to refuse to register any transfer of any Securities issued to such Investor not made in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration.
Accredited Investor; Non-U. S. Person The Investor is an “accredited investor” as such term is defined in Rule 501(a) of the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated by this Agreement. The Investor represents it is a not a U.S. Person as such term is defined under Rule 902 of the Securities Act. The Investor further represents that its assets are in excess of U.S. $5,000,000. The Investor is able to bear the economic risk of its investment in the Company (including a complete loss of such investment).
Accredited Investor; Non-U. S. Person. Amacore is either an “Accredited Investor” as that term is defined in Rule 501 of Regulation D of the Securities Act or not a “U.S. Person” as such term is defined by Rule 902 of Regulation S of the Securities Act. Amacore is able to bear the economic risk of acquiring the shares of Common Stock pursuant to the terms of this Agreement, including a complete loss of Amacore’s investment in such shares of Common Stock
Accredited Investor; Non-U. S. Person Status. Noteholder is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation D of the Securities Act and/or a Non-U.S. Person for purposes of Regulation S of the Securities Act.
Accredited Investor; Non-U. S. Person. Such Octavian Shareholder is either an “Accredited Investor” as that term is defined in Rule 501 of Regulation D of the Securities Act or not a “U.S. Person” as such term is defined by Rule 902 of Regulation S of the Securities Act. Such Octavian Shareholder is able to bear the economic risk of acquiring the shares of Common Stock pursuant to the terms of this Agreement, including a complete loss of such Octavian Shareholder’s investment in such shares of Common Stock
Accredited Investor; Non-U. S. Person. Such Investor is an “accredited investor” within the meaning of Securities and Exchange Commission (“SEC”) Rule 501 of Regulation D, as presently in effect and such investor is a non “U.S. Person” as defined under Section 5 of the Securities Act..
Accredited Investor; Non-U. S. Person Status. The Investor is either (i) "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Securities Act (an "Accredited Investor"); or (ii) is not a U.S. Person (as defined for purposes of Regulation S) and such Investor is not acquiring the Securities for the account or benefit of a U. S. Person. Further, if purchased pursuant to Regulation S, each such Investor acknowledges that the Securities have not been registered under the Securities Act and may not be offered or sold in the United States or to U.S. Persons (other than distributors, as defined in Rule 902 of the Securities Act) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available.
