Common use of Investment Intent; Investment Experience; Restricted Securities Clause in Contracts

Investment Intent; Investment Experience; Restricted Securities. In acquiring the Membership Interests, IDR Buyer is not offering or selling, and shall not offer or sell, the Membership Interests, in connection with any distribution of any of such Membership Interests, and IDR Buyer has no participation, and shall not participate, in any such undertaking or in any underwriting of such an undertaking, in all cases except in compliance with applicable federal and state securities Laws. IDR Buyer acknowledges that it can bear the economic risk of its investment in the Membership Interests and 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 Membership Interests. IDR Buyer is an “accredited investor” as such term is defined in Regulation D under the Securities Act. IDR Buyer understands that the Membership Interests will not have been registered pursuant to the Securities Act or any applicable state securities Laws, that the Membership Interests shall be characterized as “restricted securities” under federal securities Laws and that under such Laws and applicable regulations the Membership Interests cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

Appears in 2 contracts

Samples: Idr Purchase Agreement (CrossAmerica Partners LP), Idr Purchase Agreement (CST Brands, Inc.)

AutoNDA by SimpleDocs

Investment Intent; Investment Experience; Restricted Securities. In acquiring the Membership Purchased Interests, IDR Buyer is not offering or selling, and shall not offer or sell, sell the Membership Purchased Interests, in connection with any distribution of any of such Membership Purchased Interests, and IDR Buyer has no participation, participation and shall not participate, participate in any such undertaking or in any underwriting of such an undertaking, in all cases undertaking except in compliance with applicable federal and state securities Laws. IDR Buyer acknowledges that it can bear the economic risk of its investment in the Membership Interests Purchased Interests, and 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 Membership Purchased Interests. IDR Buyer is an “accredited investor” as such term is defined in Regulation D under the Securities Act. IDR Buyer understands that none of the Membership Purchased Interests will not shall have been registered pursuant to the Securities Act or any applicable state securities Laws, that the Membership all of such Purchased Interests shall be characterized as “restricted securities” under federal securities Laws and that under such Laws and applicable regulations the Membership none of such Purchased Interests cannot can be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

Appears in 2 contracts

Samples: Purchase Agreement (Plains All American Pipeline Lp), Purchase Agreement (Pacific Energy Partners Lp)

Investment Intent; Investment Experience; Restricted Securities. In acquiring the Membership InterestsSecurities, IDR Buyer is not offering or selling, and shall will not offer or sellsell the Securities, for the Membership Interests, Selling Parties in connection with any distribution of any of such Membership InterestsSecurities, and IDR Buyer has no participation, does not have a participation and shall will not participate, participate in any such undertaking or in any underwriting of such an undertaking, in all cases undertaking except in compliance with applicable federal and state securities Lawslaws. IDR Buyer acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Membership Interests Securities, and 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 Membership Interestsall of such Securities. IDR Buyer is an "accredited investor" as such term is defined in Regulation D under the Securities Act. IDR Buyer understands that none of the Membership Interests Securities will not have been registered pursuant to the Securities Act or any applicable state securities Lawslaws, that the Membership Interests shall all of such Securities will be characterized as "restricted securities" under federal securities Laws laws and that under such Laws laws and applicable regulations the Membership Interests cannot none of such Securities can be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

Appears in 2 contracts

Samples: Purchase Agreement (Williams Companies Inc), Purchase Agreement (Williams Companies Inc)

Investment Intent; Investment Experience; Restricted Securities. In acquiring the Class B Membership Interests, IDR Buyer is not offering or selling, and shall not offer or sell, sell the Class B Membership Interests, in connection with any distribution of any of such Class B Membership Interests, and IDR Buyer has no participation, and shall not participate, participate in any such undertaking or in any underwriting of such an undertaking, in all cases except in compliance with applicable federal and state securities Laws. IDR Buyer acknowledges that it can bear the economic risk of its investment in the Class B Membership Interests Interests, and 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 Class B Membership Interests. IDR Buyer is an “accredited investor” as such term is defined in Regulation D under the Securities Act. IDR Buyer understands that none of the Class B Membership Interests will not shall have been registered pursuant to the Securities Act or any applicable state securities Laws, that the all of such Class B Membership Interests shall be characterized as “restricted securities” under federal securities Laws and that under such Laws and applicable regulations the none of such Class B Membership Interests cannot can be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

Appears in 2 contracts

Samples: Class B Membership Interest Contribution Agreement (Markwest Energy Partners L P), Class B Membership Interest Contribution Agreement (Markwest Energy Partners L P)

AutoNDA by SimpleDocs

Investment Intent; Investment Experience; Restricted Securities. In acquiring the Class B Membership Interests, IDR Buyer is not offering or selling, and shall not offer or sell, sell the Class B Membership Interests, in connection with any distribution of any of such Class B Membership Interests, and IDR Buyer has no participation, and shall not participate, participate in any such undertaking or in any underwriting of such an undertaking, in all cases except in compliance with applicable federal and state securities Laws. IDR Buyer acknowledges that it can bear the economic risk of its investment in the Class B Membership Interests Interests, and 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 Class B Membership Interests. IDR Buyer is an "accredited investor" as such term is defined in Regulation D under the Securities Act. IDR Buyer understands that none of the Class B Membership Interests will not shall have been registered pursuant to the Securities Act or any applicable state securities Laws, that the all of such Class B Membership Interests shall be characterized as "restricted securities" under federal securities Laws and that under such Laws and applicable regulations the none of such Class B Membership Interests cannot can be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

Appears in 2 contracts

Samples: Class B Membership Interest Contribution Agreement (Markwest Energy Partners L P), Class B Membership Interest Contribution Agreement (Markwest Hydrocarbon Inc)

Investment Intent; Investment Experience; Restricted Securities. In acquiring the Membership InterestsSecurities, IDR Buyer is not offering or selling, and shall will not offer or sellsell the Securities, for the Membership Interests, Selling Parties in connection with any distribution of any of such Membership InterestsSecurities, and IDR Buyer has no participation, does not have a participation and shall will not participate, participate in any such undertaking or in any underwriting of such an undertaking, in all cases undertaking except in compliance with applicable federal and state securities Lawslaws. IDR Buyer acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Membership Interests Securities, and 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 Membership Interestsall of such Securities. IDR Buyer is an “accredited investor” as such term is defined in Regulation D under the Securities Act of 1933 (the “Securities Act”). IDR Buyer understands that none of the Membership Interests Securities will not have been registered pursuant to the Securities Act or any applicable state securities Lawslaws, that the Membership Interests shall all of such Securities will be characterized as “restricted securities” under federal securities Laws laws and that under such Laws laws and applicable regulations the Membership Interests cannot none of such Securities can be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

Appears in 1 contract

Samples: Securities Purchase Agreement (Enterprise GP Holdings L.P.)

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