Common use of Investment Representations and Covenants Clause in Contracts

Investment Representations and Covenants. The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities including the Shares and the Common Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 1.1 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or the Common Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares and the Common Shares within the meaning of Section 2(11) of the Securities Act; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares or the Common Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; and (iv) the Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. The Purchaser understands that its acquisition of the Shares and the Common Shares has not been registered under the Securities Act or registered or qualified under any state securities laws in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein.

Investment Representations and Covenants. The Purchaser represents and warrants to, and covenants with, the Company that: (ia) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities including the Shares and the Common Shares; (ii) the Purchaser Buyer acknowledges that it is acquiring the number of Purchased Shares set forth in Section 1.1 above in the ordinary course of its business and solely for its Buyer's own account account, for investment only purposes, and not with no present intention of distributing a view to, or for resale in connection with, any of such Shares or the Common Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares and the Common Shares within the meaning of Section 2(11) of the Securities Act; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares or the Common Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; and (iv) the Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities ActPurchased Shares. The Purchaser Buyer understands that its acquisition of the Purchased Shares and the Common Shares has have not been registered under the Securities Act or registered or qualified under any state securities laws in reliance on by reason of specific exemptions therefromunder the provisions thereof which depend in part upon Buyer's investment intent and on the other representations made by Buyer in this Purchase Agreement. Buyer understands that the Company is relying upon Buyer's representations and agreements contained in this Purchase Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (b) Buyer agrees that (i) Buyer will not sell, which exemptions may depend uponassign, among other thingspledge, the bona fide nature give, transfer or otherwise dispose of the Purchaser’s investment intent as expressed hereinPurchased Shares or any interest therein, or make any offer or attempt to do any of the foregoing, unless such transaction is pursuant to a registration of the Purchased Shares under the Securities Act and all applicable state securities laws or a transaction that is exempt from the registration provisions of the Securities Act and all applicable state securities laws, (ii) the certificate(s) representing the Purchased Shares bear a legend making reference to the foregoing restrictions, and (iii) the Company and any transfer agent for the Purchased Shares shall not be required to register or give effect to any purported transfer of the Purchased Shares except upon evidence of compliance with the foregoing restrictions.

Investment Representations and Covenants. The Purchaser Such Person represents and warrants to, and covenants with, the Company that: (i) the Purchaser it is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities including the Exchange Shares it is receiving hereunder and the Common SharesShares to be issued upon conversion thereof; (ii) the Purchaser it is acquiring the number of Series F Exchange Shares set forth in Section 1.1 above and the Notes Exchange Shares, as applicable, in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Exchange Shares or the Common Shares or any arrangement or understanding with any other persons regarding the distribution of such Exchange Shares and the Common Shares within the meaning of Section 2(11) of the Securities Act; (iii) the Purchaser it will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Exchange Shares or the Common Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; and (iv) the Purchaser it is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. The Purchaser It understands that its acquisition of the Exchange Shares and the Common Shares has not been registered under the Securities Act or registered or qualified under any state securities laws in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s its investment intent as expressed herein.

Investment Representations and Covenants. The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities including the Shares and and, if applicable, the Common Price Protection Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 1.1 above and, if applicable, the Price Protection Shares, in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or the Common Shares, any such Price Protection Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares and the Common or any such Price Protection Shares within the meaning of Section 2(11) of the Securities Act; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares or any of the Common Price Protection Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; and (iv) the Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. The Purchaser understands that its acquisition of the Shares and and, if applicable, the Common Shares Price Protection Shares, has not been registered under the Securities Act or registered or qualified under any state securities laws in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein.