ACQUISITION FOR INVESTMENT; SOPHISTICATION. (a) Such Buyer is acquiring the Company Securities being purchased by it for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, and such Buyer has no present intention or plan to effect any distribution of shares of Company Common Stock, provided that the disposition of Company Common Stock owned by such Buyer shall at all times be and remain within its control, subject to the provisions of this Agreement and the Registration Rights Agreement. The certificates representing the Purchased Securities shall bear a prominent legend with respect to the restrictions on transfer under the Securities Act and under applicable state securities laws. Prior to any proposed transfer of any Purchased Securities, unless such transfer is made pursuant to an effective registration statement under the Securities Act, such Buyer will deliver to the Company an opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that the Purchased Securities may be sold or otherwise transferred without registration under the Securities Act. The Company will remove the legend relating to Securities Act restrictions from any Purchased Securities at any time two years after issuance if such Buyer delivers to the Company an opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that such Purchased Securities are no longer subject to transfer restrictions under the Securities Act. Upon original issuance thereof, and until such time as the same shall have been registered under the Securities Act or sold pursuant to Rule 144 promulgated thereunder (or any similar rule or regulation) each certificate for the Purchased Securities shall bear any restricted securities legend required hereby, unless such legend is no longer required hereunder. Such Buyer is able to bear the economic risk of the acquisition of Purchased Securities pursuant hereto and can afford to sustain a total loss on such investment, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment.
ACQUISITION FOR INVESTMENT; SOPHISTICATION. (a) The Investor is acquiring the Shares and the WAT Options for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, and the Investor has no present intention or plan to effect any distribution of the Shares or the WAT Options. The Investor understands that the Company will offer and sell the Shares and the WAT Options to the Investor pursuant to the exemption from registration under the Securities Act contained in Rule 506 of Regulation D promulgated thereunder. The Investor is an "accredited investor" as defined in Regulation D and is able to bear the economic risk of acquisition of the Shares and the WAT Options, can afford to sustain a total loss on such investment, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of the proposed investment. The Investor has received copies of all of the Disclosure Documents and the WAT Disclosure Documents (as defined in the Preferred Stock Transaction Agreement, dated as of February ___, 2001, between the Investor and WAML, in its capacity as responsible entity and trustee of WAT (the "TRANSACTION AGREEMENT")) and has been furnished the opportunity to ask questions of and receive answers from representatives of the Company and WAT concerning the Disclosure Documents and the WAT Disclosure Documents and the business and financial affairs of the Company and WAT.
ACQUISITION FOR INVESTMENT; SOPHISTICATION. SMRS is acquiring the shares of Series A Preferred Stock for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, and SMRS has no present intention or plan to effect any distribution of the shares of Series A Preferred Stock; provided, however, that the disposition of the Series A Preferred Stock and the shares of Common Stock to which the shares of Series A Preferred Stock can be converted shall at all times be and remain within its control, subject to the provisions of this Amendment, the Agreement, the Registration Rights Agreement, as amended, and the Lock-Up Letter, as amended. SMRS is able to bear the economic risk of the acquisition of the shares of Series A Preferred Stock pursuant hereto and can afford to sustain a total loss on such investment, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment, and therefore has the capacity to protect its own interests in connection with the acquisition of the Series A Preferred Stock pursuant hereto. **(5) REIT QUALIFICATION MATTERS. SMRS is a "qualified trust" described in Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code. Under Section 856(h) of the Code, SMRS will not be treated as an "individual" for purposes of Section 542(a)(2) of the Code (as modified by Section 856(h) of the Code) and no "individual" owns or would be considered to own (taking into account the ownership attribution rules under Section 544 of the Code, as modified by Section 856(h) of the Code) in excess of 5.0% of the value of the outstanding equity interests in SMRS.
ACQUISITION FOR INVESTMENT; SOPHISTICATION. Buyer is acquiring the Purchased Shares being purchased by it for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, and Buyer has no present intention or plan to effect any "distribution" (within the meaning of the Securities Act) of the Purchased Shares, but the disposition of the Purchased Shares owned by Buyer shall at all times be and remain within its control, subject to the provisions of this Agreement, the Registration Rights Agreement and the Securities Act. Buyer is able to bear the economic risk of the acquisition of the Purchased Shares pursuant hereto and pursuant to the Merger Agreement and can afford to sustain a total loss on such investment, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the transactions contemplated hereby, and therefore has the capacity to protect its own interests in connection with the acquisition of Purchased Shares pursuant hereto and pursuant to the Merger Agreement.
ACQUISITION FOR INVESTMENT; SOPHISTICATION. (a) The Investor is acquiring the Series D Preferred Shares for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, and the Investor has no present intention or plan to effect any distribution of the Series D Preferred Shares. The Investor is an "accredited investor" as defined in Regulation D and is able to bear the economic risk of acquisition of the Series D Preferred Shares, can afford to sustain a total loss on such investment, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of the proposed investment. The Investor has received copies of all of the Disclosure Documents and has been furnished the opportunity to ask questions of and receive answers from representatives of the Company concerning the Disclosure Documents and the business and financial affairs of the Company.
ACQUISITION FOR INVESTMENT; SOPHISTICATION. SMRS is acquiring the Class A Interest for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, and SMRS has no present intention or plan to effect any distribution of the Class A Interest; provided, however, that the disposition of the Class A Interest and the HP Shares to which the Class A Interest can be converted shall at all times be and remain within its control, subject to the provisions of this Agreement, the Partnership Agreement, the Registration Rights Agreement and the Lock-Up Letter. SMRS is able to bear the economic risk of the acquisition of the Class A Interest pursuant hereto and can afford to sustain a total loss on such investment, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment, and therefore has the capacity to protect its own interests in connection with the acquisition of the Class A Interest pursuant hereto.
