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 entirety of the Disclosure Package 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 Disclosure Package.
(c) As described more fully in Appendix B, 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 Disclosure Package.
(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 warra...
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 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 securities included within the Shares. A legend shall be placed on certificates representing the Shares substantially in the form set forth below: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE 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 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 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 Subscriber acknowledges that the Subscriber 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.
(b) There are substantial risks incident to the purchase of Shares, including, but not limited to, those summarized in the Offer to Exchange.
(c) As described more fully in Appendix B, prior to an IPO or Listing, the Subscriber may not Transfer all or any fraction of its Shares or Capital Commitment without the prior written consent of the Company. The Subscriber acknowledges that the Subscriber is aware and understands that there are other substantial restrictions on the transferability of Shares or Capital Commitment under this Offer to Exchange, the Certificate, the Bylaws 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 Subscribers 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 Subscriber 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 Subscriber to liquidate its investment in the Company.
(d) With respect to the tax and other legal consequences of an investment in the Shares, the Subscriber 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 Offer to Exchange.
(e) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP acts as U.S. counsel to the Company, the Adviser and their affiliates, Xxxxxxxx, Xxxxxx & Finger, P.A. acts as special Delaware counsel to the Company, the Adviser and their affiliates and that Xxxx Xxxxxxxx LLP acts as special 1940 Act counsel to the Company, the Adviser and their affiliates. In connection with this offering of Shares and subsequent advice to such persons, Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxxxxxxx, Xxxxxx & Finger, P.A. and Xxxx Xxxxxxxx LLP will not represent the Subscriber or any other investors in the Company in the absence of a clear and explicit written agreement to such effect be...
Investor Awareness. The Investor acknowledges, represents, agrees and is aware that:
4.1 No Federal or state agency has passed on the Securities or made any finding or determination as to the fairness of this investment;
4.2 There are substantial risks incident to the purchase of Securities;
4.3 The investment in the Company is an illiquid investment and the Investor must bear the economic risk of investment in the Securities for an indefinite period of time;
4.4 There are substantial restrictions on transferability of the Securities;
4.6 The foregoing acknowledgments, representations, warranties and agreements shall survive the Closing Date and the return of subscribers funds if subscriptions are not accepted.
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”.
