Investment Status. Each Investor represents that it is an “accredited investor” as such term is defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”). Each Investor represents to the Company that it is purchasing the Series F Preferred Stock for its own account, for investment only and not with a view to, or any present intention of, effecting a distribution of such securities or any part thereof except pursuant to a registration statement or an available exemption under applicable law. Each such Investor acknowledges that such securities have not been registered under the Securities Act or the securities laws of any state or other jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state laws or unless an exemption from such registration is available. Each such Investor (a) has knowledge and experience in financial and business matters so as to be capable of evaluating and understanding the merits and risks of an investment in the Company, (b) has received certain information concerning the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent of an investment in the Company and (c) is able to bear the economic risk of its investment in the Company and the Series F Preferred Stock and, if issued, the Conversion Shares in that, among other factors, such Investor can afford to hold the Series F Preferred Stock and the Conversion Shares for an indefinite period and can afford a complete loss of its investment in the Company.
Investment Status. Investor is purchasing its respective Note for its own account, for investment only and not with a view to, or any present intention of, effecting a distribution of such Note or any part thereof except pursuant to a registration or an available exemption under applicable law. Investor is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Notes. Investor has not been organized solely for the purpose of acquiring the Notes. Investor acknowledges that its respective Note has not been registered under the Act, or the securities laws of any state or other jurisdiction and cannot be disposed of unless they are subsequently registered under the Act and any applicable state laws or an exemption from such registration is available. Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D of the promulgated under the Act, as presently in effect.
Investment Status. The Employee represents that he or she is an "accredited investor" within the meaning of Regulation D under the Securities Act, as presently in effect.
Investment Status. Neither the Borrower nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.
Investment Status. The Purchaser is purchasing the Securities, and will, upon conversion of such Purchaser’s Note and exercise or such Purchaser’s Warrant, acquire the Underlying Shares for its own account, for investment only and not with a view to, or any present intention of, effecting a distribution of such securities or any part thereof except pursuant to a registration or an available exemption under applicable Legal Requirements. The Purchaser acknowledges that neither the Securities nor the Underlying Shares have been registered under the Securities Act or the securities laws of any state or other jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state laws or an exemption from such registration is available.
Investment Status. Buyer is an "Accredited Investor" as defined in Rule 501 under the Securities Act of 1933 (the "Securities Act"), and Buyer has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating an investment in the Share, and is able to bear the economic risks of such investment.
Investment Status. ODEC is not an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.
Investment Status. The Investor represents that it is an “accredited investor” as such term is defined in Rule 501 under the Securities Act. The Investor represents to the Company that it is purchasing the Units for its own account, for investment only and not with a view to, or any present intention of, effecting a distribution of such securities or any part thereof except pursuant to a registration or an available exemption under applicable law. The Investor acknowledges that the Units have not been registered under the Securities Act or the securities laws of any state or other jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state laws or exemption from such registration is available. The Investor understands that this investment is subject to risks that could cause the Investor to lose its entire investment.
Investment Status. The RPS Securityholder represents that it will receive the Parent Merger Securities for its own account, for investment only and not with a view to, or any present intention of, effecting a distribution of such securities or any part thereof except pursuant to a registration statement or an available exemption under applicable Law. The RPS Securityholder acknowledges that the Parent Merger Securities have not been registered under the Securities Act or the securities laws of any state or other jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state Laws or unless an exemption from such registration is available.
Investment Status. Each of ED&F and Holdings on its own behalf and on behalf of any Affiliate thereof (each a “Stock Acquiror”) receiving any of the Common Stock Merger Consideration or the Series A Merger Consideration (the “Parent Equity Interests”) hereby represents and warrants as follows:
(a) It is acquiring a beneficial interest in Parent Equity Interests for its own account, for investment only and not with a view to, or any present intention of, effecting a distribution of such securities or any part thereof. Such Stock Acquiror acknowledges that the Parent Equity Interests to be received in connection with the Mergers have not been registered under the Securities Act or the securities Laws of any state or other jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state Laws or an exemption from such registration is available.
(b) Each of the Stock Acquirors (i) has knowledge and experience in financial and business matters such that such Stock Acquiror is capable of evaluating the merits and risks of the purchase of the Parent Equity Interests as contemplated by this Agreement, (ii) understands and has taken cognizance of all risk factors related to the purchase of the Parent Equity Interests, (iii) has been represented by counsel and/or advisors in connection with the execution and delivery of this Agreement, and (iv) is able to bear the economic risk of the investment in the Parent Equity Interests.
(c) Each Stock Acquiror is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act.
(d) Such Stock Acquiror is not acquiring the Parent Equity Interests as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to such Stock Acquiror in connection with investments in securities generally.
