Investor Awareness Sample Clauses

Investor Awareness. The Investor acknowledges that the Investor is aware and understands that: (a) No federal or state agency, and no agency of any non-U.S. jurisdiction, has passed upon the Shares or made any finding or determination as to the fairness of this investment. The Memorandum has not been filed with the SEC, any self-regulatory agency or with any securities administrator under state securities laws or the laws of any non-U.S. jurisdiction. (b) There are substantial risks incident to the purchase of Shares, including, but not limited to, those summarized in the Memorandum. (c) As described more fully in Appendix D, the Investor may not Transfer all or any fraction of its Shares or Capital Commitment without the prior written consent of the Company. There are other substantial restrictions on the transferability of Shares or Capital Commitment under the Charter, the Investment Advisory Agreement and under applicable law including, but not limited to, the fact that (i) there is no established market for the Shares and it is possible that no public market for the Shares will develop; (ii) the Shares are not currently, and Investors have no rights to require that the Shares be, registered under the 1933 Act or the securities laws of the various states or any non-U.S. jurisdiction and therefore cannot be Transferred unless subsequently registered or unless an exemption from such registration is available; and (iii) the Investor may have to hold the Shares herein subscribed for and bear the economic risk of this investment indefinitely, and it may not be possible for the Investor to liquidate its investment in the Company. (d) With respect to the tax and other legal consequences of an investment in the Shares, the Investor is relying solely upon the advice of its own tax and legal advisors and not upon the general discussion of such matters set forth in the Memorandum. (e) The Company may request such additional information as it may deem necessary to evaluate the eligibility of the Investor to acquire Shares and may request from time to time such information as it may deem necessary to determine the eligibility of the Investor to hold Shares or to enable the Company to determine the compliance of the Company or the Adviser with applicable regulatory requirements or the Company’s tax status, and the Investor agrees to promptly provide such information as may reasonably be requested. (f) All the agreements, representations and warranties made by the Investor in this Subsc...

Investor Awareness. The undersigned acknowledges that: (a) No federal or state agency has passed upon the Shares or the Warrants or made any finding or determination as to the fairness of this investment; (b) There is no established market for the Shares or the Warrants and no assurance has been given that any public market for them will develop; (c) Neither the Shares nor the Warrants may be sold, pledged or otherwise transferred, except as may be permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom; and accordingly, the undersigned may be required to bear the financial risks of an investment in the Shares and the Warrants for an indefinite period of time; (d) The undersigned consents to (i) the placing of a legend substantially in the form set forth below on the certificates representing the Shares (or upon any certificates representing shares of Common Stock issued upon exercise of the Warrants) stating that the securities have not been registered and setting forth the restriction on transfer contemplated hereby, and (ii) the placing of a stop transfer order on the books of the Company and with any transfer agents against the Shares. “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. These shares have been acquired for investment and not with a view to distribution or resale and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such sales under the Securities Act of 1933, or an opinion of counsel for the corporation that registration is not required under such Act. The shares represented by this certificate are also subject to the provisions of a certain Investor Rights Agreement dated July 25, 2003 and may not be transferred except in accordance with the provisions of that agreement.”

Investor Awareness. The undersigned acknowledges, represents, agrees and is aware that (a) no federal or state agency has passed upon the Shares to be sold pursuant to the Offering or made any findings or determination as to the fairness of this investment and (b) the representations, warranties, agreements and acknowledgments the undersigned makes herein are made with the intent that they be relied upon by the Company. In addition, the undersigned undertakes to notify the Company promptly of any change in any representation, warranty or other information set forth in or delivered pursuant to this Subscription Agreement.

Investor Awareness. The Investor acknowledges, represents, agrees and is aware that: 4.1 No Federal or state agency has passed on the Stock or made any finding or determination as to the fairness of this investment; 4.2 There are substantial risks incident to the purchase of Stock; and 4.3 The foregoing acknowledgments, representations, warranties and agreements shall survive the Closing Date and the return of subscriber’s funds if subscriptions are not accepted.

Investor Awareness. The undersigned acknowledges that: (1) No federal or state agency has passed upon the Securities or made any finding or determination as to the fairness of this investment; (2) There is no established market for any of the Securities and no assurance has been given that any public market for them will develop; (3) The Securities may not be sold, pledged or otherwise transferred, except as may be permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom; that the Company has the absolute right to refuse to consent to the transfer or assignment of the Securities if such transfer or assignment does not comply with applicable state and federal securities laws; (4) The undersigned consents to (i) the placing of a legend substantially in the form set forth below on the Securities stating that the Securities have not been registered and setting forth the restriction on transfer contemplated hereby, and (ii) the placing of a stop transfer order on the books of the Company and with any transfer agents against the Securities. A legend shall be placed on the Securities substantially in the form set forth below: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

Investor Awareness. The Purchaser acknowledges, agrees and is aware that: (i) no federal or state agency has passed upon the Shares or the Common Stock or made any finding or determination as to the fairness of this investment nor any recommendation or endorsement of the investment; (i) there are substantial risks of loss of investment incidental to the purchase of the Shares and the Common Stock; and (ii) neither the REIT, the Subsidiaries nor any of their affiliates or representatives has provided the Purchaser with any investment, tax, legal, regulatory or accounting advice with respect to the investment in or ownership of the Shares and the Common Stock; provided, however that the REIT confirms the representations, warranties, covenants and other agreements of the REIT contained in the Transaction Documents.

Investor Awareness. The Investor acknowledges, represents, agrees and is aware that: 4.1 No Federal or state agency has passed on the Units or made any finding or determination as to the fairness of this investment; 4.2 There are substantial risks incident to the purchase of Units; 4.3 The investment in the Company is an illiquid investment and the Investor must bear the economic risk of investment in the Units for an indefinite period of time; 4.4 There are substantial restrictions on transferability of the Units; 4.5 The foregoing acknowledgments, representations, warranties and agreements shall survive the Closing.

Investor Awareness. The undersigned acknowledges, agrees and is aware that: (i) MHC's financial and operating history is limited to the period since March 3, 1993;

Investor Awareness. The Investor is aware, understands and acknowledges that (a) the Company has a very limited financial and operating history, (b) such Investor’s investment in the Shares involves a substantial degree of risk of loss of the entire investment and there is no assurance of any income from such investment, (c) an investment in the Shares may potentially be subject to special tax rules under the Code (that may impose certain additional tax risks and costs), including, without limitation, the rules applicable to (i) controlled foreign corporations as provided in Code sections 951 through 964 and 1248 and (ii) passive foreign investment companies as provided in Code sections 1291 through 1298 and there can be no assurances that the U.S. federal tax consequences of an investment in the Shares to an Investor or its affiliates or the U.S. federal tax treatment to the Company or it subsidiaries will be favorable, or that such consequences will be as described in communications with the Investor, (d) any non- U.S. or U.S., federal, state and/or local income tax benefits that may be available to such Investor may be lost through the adoption of new laws or regulations or changes to existing laws and regulations, (e) because there are substantial restrictions on the transferability of the Shares, it may not be possible for such Investor to sell, transfer, assign, pledge, hypothecate or otherwise liquidate the Shares, (f) No Bermuda or United States federal or state or any other regulatory agency has passed upon the accuracy, validity or completeness of this Agreement or the Bye- laws, or made any finding or determination as to the fairness of an investment in the Shares, (g) generally, as provided in the Bye-laws and the Shareholders Agreement, an Investor shall hold the Shares subject to, and shall have the voting rights as specified in, the Bye-laws and the Shareholders Agreement as in effect from time to time and (h) the Bye-laws contain a voting cut- back provision which generally limits the voting power of certain persons so that no U.S. Person other than The Xxxxxxx Xxxxx Group, Inc. or a GS Transferee (as defined in the Bye-laws) can be considered a 9.5% U.S. Shareholder (as defined in the Bye-Laws). The Investor understands that no public market now exists for the Shares or the Conversion Shares and that a public market for such securities may never exist.

Investor Awareness. The undersigned acknowledges that: (a) No federal or state agency has passed upon the Shares or made any finding or determination as to the fairness of this investment; (b) There is no established market for the Shares and no assurance has been given that any public market for them will develop; (c) The Shares may not be sold, pledged or otherwise transferred, except as may be permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom; and accordingly, the undersigned may be required to bear the financial risks of an investment in the Shares for an indefinite period of time; (d) The undersigned consents to (i) the placing of a legend substantially in the form set forth below on the certificates representing the Shares stating that the securities have not been registered and setting forth the restriction on transfer contemplated hereby, and (ii) the placing of a stop transfer order on the books of the Company and with any transfer agents against the Shares. “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. These shares have been acquired for investment and not with a view to distribution or resale and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such sales under the Securities Act of 1933, or an opinion of counsel for the corporation that registration is not required under such Act”.