Accredited Investor Representation. Subscriber must complete and sign the Accredited Investor Questionnaire attached as Annex A to this Agreement.
Accredited Investor Representation. By accepting this Note and countersigning below, Lender represents and warrants to the Company that such Lender is an “accredited investor” as defined in Rule 501(a) under the Act.
Accredited Investor Representation. Each Limited Partner ---------------------------------- represents that such Partner has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Partnership and that such Partner is an accredited investor, as that term is defined in Regulation D promulgated by the Securities and Exchange Commission.
Accredited Investor Representation. Seller is an “accredited investor” within the meaning of Rule 501(a)(3) of Regulation D promulgated under the Securities Act being a corporation not formed for the specific purpose of acquiring the Closing Shares, with total assets in excess of $5,000,000. Seller understands that the acquisition of the Closing Shares pursuant to this Agreement involves substantial risk. Seller has such knowledge and experience in financial or business matters that Seller is capable of evaluating the merits and risks of this acquisition of the Closing Shares and protecting its own interests. Seller has not received any general solicitation or general advertisement in connection with the issuance of the Closing Shares.
Accredited Investor Representation. Each Lender hereby represents and warrants that, as of the Closing Date and, if applicable, on the date of receipt of any Sponsor Investment Warrants or Sponsor Investment Shares, (i) it is an “accredited investor” (an “Accredited Investor”) within the meaning of Rule 501 under the Securities Act; (ii) any acquisition of the Sponsor Investment Warrants or the Sponsor Investment Shares, if applicable, by it will be for its own account or for the account of one or more other Accredited Investors as to which it exercises sole investment discretion; (iii) it 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 Sponsor Investment Warrants and the Sponsor Investment Shares, if applicable, and it and any accounts for which it is acting are able to bear the economic risks of and an entire loss of its or their investment in the Sponsor Investment Warrants and the Sponsor Investment Shares, if applicable; (iv) it is not acquiring the Sponsor Investment Warrants or the Sponsor Investment Shares, if applicable, with a view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction; (v) it acknowledges that the Sponsor Investment Warrants and the Sponsor Investment Shares, if applicable, have not been registered under the Securities Act and that the Sponsor Investment Warrants and the Sponsor Investment Shares, if applicable, may not be offered or sold within the United States or to or for the benefit of U.S. Persons except as set forth below. Each Lender agrees, for the benefit of the Borrower and Holdings, on its own behalf and on behalf of each account for which it is acting, that the Sponsor Investment Warrants and Sponsor Investment Shares, if applicable, may be offered, sold, pledged or otherwise transferred only in accordance with the Securities Act and any applicable securities laws of any state of the United States and only (i) to Holdings or any Subsidiary thereof, (ii) pursuant to a registration statement that has been declared effective under the Securities Act or (iii) pursuant to an exemption from the registration requirements of the Securities Act.
Accredited Investor Representation. The purpose of this section is to assist the Company and its financial advisor, Xxxxxxxx Xxxxxx Ford & Co., in determining whether the Lender complies with the requirements of Section 4(2) of the Securities Act and Rule 506 promulgated thereunder, and any applicable state securities laws. The Lender is an "accredited investor" as such term is defined in Regulation D, based on the category indicated (please check at least one):
1. Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
2. Any private business development company as defined in section 202(a)22 of the Investment Advisers Act of 1940;
3. Any organization described in section 501(c)3 of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
4. Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;
5. Any natural person whose individual net worth, or joint net worth with tha...
Accredited Investor Representation. Purchaser shall deliver to the Company, together with an executed copy of this Agreement, a completed Questionnaire, and by executing this Agreement, Purchaser represents and warrants that it is an "accredited investor" as that term is defined under Regulation D of the Securities Act of 1933, as amended. Purchaser further agrees that notwithstanding anything else contained in this Agreement, at the time of any investment decision by Purchaser, the Company may require, as a condition to such investment decision or conversion, that Purchaser provide reasonable evidence and make reasonable representations and warranties regarding its status as an "accredited investor" as of the time of the investment decision.
Accredited Investor Representation. The Agent represents and warrants to the Borrower and Holdings that it is a an “accredited investor” within the meaning of section 73.3 of the Securities Act (Ontario) by virtue of being a person described in the Accredited Investor Certificate (attached as Schedule “L”), and the Agent is delivering with this Agreement a completed and signed Accredited Investor Certificate.
Accredited Investor Representation. SRFK represents and warrants that it is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, and it is able to bear the economic risk of an investment in the Company’s securities.
Accredited Investor Representation. In order for the Company to offer and sell the Securities in conformance with state and federal securities laws, the following information must be obtained regarding your investor status. Please initial each of the below categories that describes you. ___ An executive officer or director of the Company; ___ A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000 (for purposes of this calculation, net worth is the excess of total assets at fair market value, including homes (subject to the further description below), automobiles and personal property, over total liability; provided that you should not include your primary residence as an asset, and you should not include as a liability indebtedness that is secured by your primary residence that is not in excess of the fair market value of your primary residence (except that if the amount of such indebtedness outstanding at the time of sale of the Securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability)); ___ A natural person who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with that person’s spouse in excess of $300,000, in each of those years (in each case including foreign income, tax exempt income and the full amount of capital gains and losses, but excluding any income of other family members and any unrealized capital appreciation), and has a reasonable expectation of reaching the same income level in the current year.
