Common use of Federal Securities Laws Matters Clause in Contracts

Federal Securities Laws Matters. This Agreement is made in reliance upon the Investor's representations to the Company, which by acceptance hereof the Investor hereby confirms, that: (a) the Class A Common Units are being acquired for its own account and not for purposes of distribution thereof, (b) that it is an "accredited investor" (as defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended (the "SECURITIES ACT")), (c) it understands that the Class A Common Units have not been registered under the Securities Act, are being sold to the Investor in a transaction that is exempt from the registration requirements of the Securities Act, and must be held by the Investor indefinitely unless subsequently registered under the Securities Act or offered and sold pursuant to an exemption from such registration requirement, (d) its financial situation is such that it can afford to bear the economic risk of holding the Class A Common Units for an indefinite period, (e) it can afford to suffer the complete loss of its investment in the Class A Common Units, (f) it understands and has taken cognizance of all the risk factors related to the purchase of the Class A Common Units, (g) its knowledge and experience in financial and business matters is such that it is capable of evaluating the risks of the investment in the Class A Common Units, and (h) it has been afforded access to all information that it has requested with respect to the business, operations, and prospects of the Company.

Appears in 5 contracts

Samples: Subscription and Co Investment Agreement (Element K Corp), Subscription and Co Investment Agreement (Element K Corp), Subscription and Co Investment Agreement (Element K Corp)

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Federal Securities Laws Matters. This Agreement is made in reliance upon the Investor's representations to the Company, which by acceptance hereof the Investor hereby confirms, that: (a) the Class A Common Units are being acquired for its own account and not for purposes of distribution thereof, (b) that it is an "accredited investor" (as defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act")), (c) it understands that the Class A Common Units have not been registered under the Securities Act, are being sold to the Investor in a transaction that is exempt from the registration requirements of the Securities Act, and must be held by the Investor indefinitely unless subsequently registered under the Securities Act or offered and sold pursuant to an exemption from such registration requirement, (d) its financial situation is such that it can afford to bear the economic risk of holding the Class A Common Units for an indefinite period, (e) it can afford to suffer the complete loss of its investment in the Class A Common Units, (f) it understands and has taken cognizance of all the risk factors related to the purchase of the Class A Common Units, (g) its knowledge and experience in financial and business matters is such that it is capable of evaluating the risks of the investment in the Class A Common Units, and (h) it has been afforded access to all information that it has requested with respect to the business, operations, and prospects of the Company.

Appears in 1 contract

Samples: Subscription and Co Investment Agreement (Element K Corp)

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