Investment. Article 126.
Investment. The Buyer is not acquiring the Company Shares with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act.
Investment. It is acquiring the Warrant, and (if and when it exercises this Warrant) it will acquire the Warrant Shares, for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and the Registered Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof.
Investment. The Purchased Units are being acquired for such Purchaser’s own account, the account of its Affiliates, or the accounts of clients for whom such Purchaser exercises discretionary investment authority (all of whom such Purchaser hereby represents and warrants are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated by the Commission pursuant to the Securities Act), not as a nominee or agent, and with no present intention of distributing the Purchased Units or any part thereof, and such Purchaser has no present intention of selling or granting any participation in or otherwise distributing the same in any transaction in violation of the securities laws of the United States or any state, without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of the Purchased Units under a registration statement under the Securities Act and applicable state securities laws or under an exemption from such registration available thereunder (including, without limitation, if available, Rule 144 promulgated thereunder). If such Purchaser should in the future decide to dispose of any of the Purchased Units, the Purchaser understands and agrees (a) that it may do so only in compliance with the Securities Act and applicable state securities law, as then in effect, including a sale contemplated by any registration statement pursuant to which such securities are being offered, or pursuant to an exemption from the Securities Act, and (b) that stop-transfer instructions to that effect will be in effect with respect to such securities.
Investment. All funds received by the Escrow Agent shall be invested only in non-interest bearing bank accounts at Signature Bank.
Investment. The Registered Holder is acquiring this Warrant and the Warrant Shares issuable upon the exercise of this Warrant, for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same, except as otherwise may be permitted under applicable securities laws.
Investment. Without limiting the effect of Article VIII hereof:
(a) The Company understands that Purchaser proposes to issue and deliver to the Company the Xxxxxx Shares pursuant to this Agreement without registration under the Securities Act of 1933, as amended (the "Securities Act") or under any other Applicable Law; that for such purpose Purchaser will rely upon the Company's representations and warranties contained herein; and that registration under the Securities Act may be required if such representations and warranties are not correct.
(b) The Company has received such information relating to the business and affairs of Purchaser which could reasonably be deemed necessary or appropriate by the Company, and all additional information which is necessary to verify the accuracy of the information so received. The Company has had the opportunity to ask questions of and receive answers from Purchaser concerning the business and affairs of Purchaser and concerning terms and conditions of the Transactions. On the basis of the foregoing, the Company is familiar with the operations, business plans and financial condition of Purchaser.
(c) The Company understands that, under the existing rules of the SEC, the Company may be unable to sell the Xxxxxx Shares issued to the Company pursuant to this Agreement, except to the extent that such shares may be sold (i) pursuant to an effective registration statement covering such sale pursuant to the Securities Act and applicable state securities laws or an applicable exemption therefrom or (ii) in a bona fide private placement to a purchaser who shall be subject to the same restrictions on any resale or (iii) subject to the restrictions contained in Rule 144 under the Securities Act ("Rule 144") or (iv) outside the United States in compliance with the requirements of Rule 904 of Regulation S under the Securities Act ("Rule 904").
(d) The Company is not relying on Purchaser respecting the financial, tax and other economic considerations of an investment in the Xxxxxx Shares issued to the Company pursuant to this Agreement, and the Company has relied on the advice of, or has consulted with, its own advisors.
(e) The Company is familiar with the provisions of Rule 144 and Rule 904 and the limitations upon the availability and applicability of such rules.
(f) The Company is an "accredited investor" within the meaning of Regulation D under the Securities Act and is a sophisticated investor familiar with the type of risks inherent in th...
Investment. The Equipment Notes to be acquired by the Subordination Agent are being acquired by it for the account of the Applicable Pass Through Trustees, for investment and not with a view to any resale or distribution thereof, except that, subject to the restrictions on transfer set forth in Section 9, the disposition by it of its Equipment Notes shall at all times be within its control.
Investment. The Buyer is not acquiring the Target Shares with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act.
Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and Operating Partnership’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Contributor contained herein and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows:
(a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act).
(b) Such Contributor is acquiring the REIT Shares and/or OP Units solely for its own account for the purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any thereof in violation of the securities Laws.
(c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor i...