INVESTMENT EXPERIENCE/PURCHASE FOR INVESTMENT Sample Clauses

INVESTMENT EXPERIENCE/PURCHASE FOR INVESTMENT. The Buyer (i) has such knowledge, skill and experience in financial, business and investment matters relating to an investment of this type that it is capable of evaluating the merits and risks of the purchase of the Shares, (ii) is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the 1933 Act, and (iii) has the ability to bear the risk of losing its entire investment in the Shares. The Buyer is acquiring the Shares pursuant to this Agreement for its own account and for investment and not with a view to a public distribution thereof and acknowledges that the Shares being so acquired have not been registered under the 1933 Act The Buyer is aware that the Shares may constitute "restricted" securities, and that, as such, they cannot be resold or transferred without registration under the 1933 Act and the securities law of any other applicable jurisdiction, unless an exemption from registration under each such applicable act is available, that the Buyer cannot compel registration, that Empower will not make available the type of information specified in Rule 144 of the 1933 Act, and that resales in reliance on such Rule may not be available until at least two years after the purchase of the Shares hereunder. Notwithstanding the foregoing, Empower and the Buyer acknowledge that the Buyer may transfer the Shares as well as its rights hereunder to a subsidiary which is directly or indirectly wholly-owned by the Buyer, provided that such subsidiary delivers to Empower representations and undertakings in writing which are identical in all material respects to those made by the Buyer in this Section 5.40 The Buyer acknowledges that the following legend will be placed on certificates issued or distributed to evidence the Shares: THESE SECURITIES ARE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACT. THEY MAY NOT BE TRANSFERRED UNLESS AND UNTIL THEY ARE REGISTERED UNDER ALL SUCH APPLICABLE ACTS OR SUCH TRANSFER SATISFIES APPLICABLE REGISTRATION EXEMPTIONS THEREUNDER. THE CORPORATION WILL NOT TRANSFER THESE SECURITIES ON ITS BOOKS AND RECORDS WITHOUT AN OPINION OF COUNSEL, SATISFACTORY IN FORM AND SUBSTANCE TO COUNSEL FOR THE CORPORATION THAT SUCH TRANSFER DOES NOT VIOLATE THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. ARTICLE SIX AGREEMENTS OF THE SELLER AND THE BUYER -------------------------------------- Empower and the Buyer agree that from the date of this Agreement to the Closing...
Sample 1
AutoNDA by SimpleDocs

Related to INVESTMENT EXPERIENCE/PURCHASE FOR INVESTMENT

  • Purchase for Investment Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

  • Acquisition for Investment The Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for the its own account for the purpose of investment and not with a view to or for sale in connection with a distribution to anyone. 投资目的。购买人是符合规则S下定义的“非美国主体”，购买此合同下的股票仅出于其个人的投资目的，不是为了向其他人分销。

  • Investment Experience Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons.

  • Acquisition for Own Account Purchaser is acquiring the Shares and the Conversion Shares for Purchaser's own account for investment only, and not with a view towards their distribution.

  • Purchase for Own Account This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.

  • Registered Investment Adviser The Sub-Adviser (i) is duly registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, and correct promptly any violations that have occurred, and will provide notice promptly to the Adviser of any material violations relating to the Fund; (v) has materially met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency; and (vi) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the 1940 Act.

  • Independent Investment No Purchaser has agreed to act with any other Purchaser for the purpose of acquiring, holding, voting or disposing of the Securities purchased hereunder for purposes of Section 13(d) under the Exchange Act, and each Purchaser is acting independently with respect to its investment in the Securities.

  • Investment for Own Account The Securities are being issued to Laurus for its own account for investment only, and not as a nominee or agent and not with a view towards or for resale in connection with their distribution.

  • Investment Funds Unregistered general or limited partnerships or pooled investment vehicles and/or registered investment companies in which the Company (directly, or indirectly through the Master Fund) invests its assets that are advised by an Investment Manager.

  • Investment Article 126.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!