Common use of Investor Status; Etc Clause in Contracts

Investor Status; Etc. Such Purchaser certifies and represents to the Company that at the time such Purchaser acquires any of the Shares or Warrants, such Purchaser satisfies one or more of the categories of “Accredited Investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act, and was not organized for the purpose of acquiring the Shares or the Warrants. Such Purchaser’s financial condition is such that it is able to bear the risk of holding the Shares, the Warrants, the Conversion Shares or the Warrant Shares for an indefinite period of time and the risk of loss of its entire investment. Such Purchaser has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company. Such Purchaser has received and carefully reviewed this Agreement, the SEC Documents and other materials relating thereto that such Purchaser has requested. Such Purchaser has had an opportunity to ask questions of and receive answers from the authorized representatives of the Company, and to review any relevant documents and records concerning the business of the Company and the terms and conditions of this investment, and that any such questions have been answered to such Purchaser’s full satisfaction. No Person other than the Company or its authorized representatives, has offered the securities to the Purchaser. Such Purchaser is acquiring the Shares and the Warrants in the ordinary course of business for such Purchaser’s own account as principal (and not as a nominee or agent), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, in any manner in violation of applicable United States federal or state securities laws or the rules or regulations promulgated thereunder. Such Purchaser understands that no federal or state agency has passed upon or made any recommendation or endorsement of an investment in the Shares, the Warrant Shares or the Warrants. The foregoing shall in no way limit or modify the representations of the Company set forth in Section 3 hereof.

Investor Status; Etc. Such Purchaser certifies and represents to the Company that at the time such Purchaser acquires any of the Shares or WarrantsShares, such Purchaser satisfies one or more of the categories of will be an “Accredited Investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act, Act and was not organized for the purpose of acquiring the Shares or the WarrantsShares. Such Purchaser’s financial condition is such that it is able to bear the risk of holding the Shares, the Warrants, the Conversion Shares or the Warrant Shares for an indefinite period of time and the risk of loss of its entire investment. Such Purchaser has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company. Such Purchaser has received and carefully reviewed this Agreement, descriptive materials relating to the SEC Documents Company and any other materials relating thereto that such Purchaser has requested. Such Purchaser has had an opportunity to ask questions of and receive answers from the authorized representatives of the Company, and to review any relevant documents and records concerning the business of the Company and the terms and conditions of this investment, and that any such questions have been answered to such Purchaser’s full satisfaction. No Person other than the Company or its authorized representatives, has offered the securities to the Purchaser. Such Purchaser is acquiring the Shares and the Warrants in the ordinary course of business for such Purchaser’s own account as principal (and not as a nominee or agent), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, in any manner in violation of applicable United States federal or state securities laws or the rules or regulations promulgated thereunder. Such Purchaser has made no agreement, direct or indirect, with any other Person regarding any sale, transfer, assignment or other disposition of any interest in the Shares. Such Purchaser is aware that, in the view of the SEC and certain state securities commissions, a purchase of the Shares now with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values or any change in the condition of the Company, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of the Shares and for which the Shares were pledged as security, would represent an intent inconsistent with this representation. Such Purchaser further represents and agrees that if, contrary to the foregoing intentions, such Purchaser should later desire to dispose of or transfer any of the Shares in any manner, such Purchaser shall not do so without first complying with the provisions of Section 6.1. Such Purchaser understands that no federal or state agency has passed upon or made any recommendation or endorsement of an investment in the Shares, the Warrant Shares or the Warrants. The foregoing shall in no way limit or modify the representations of the Company set forth in Section 3 hereof.

Investor Status; Etc. Such Purchaser certifies and represents to the Company that at the time such Purchaser acquires any of the Shares or WarrantsShares, such Purchaser satisfies one or more of the categories of “will be an "Accredited Investor” " as defined in Rule 501 of Regulation D promulgated under the Securities Act, Act and was not organized for the purpose of acquiring the Shares or the WarrantsShares. Such Purchaser’s 's financial condition is such that it is able to bear the risk of holding the Shares, the Warrants, the Conversion Shares or the Warrant Shares for an indefinite period of time and the risk of loss of its entire investment. Such Purchaser has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s 's stage of development so as to be able to evaluate the risks and merits of its investment in the Company. Such Purchaser has received and carefully reviewed this Agreement, descriptive materials relating to the SEC Documents Company and any other materials relating thereto that such Purchaser has requested. Such Purchaser has had an opportunity to ask questions of and receive answers from the authorized representatives of the Company, and to review any relevant documents and records concerning the business of the Company and the terms and conditions of this investment, and that any such questions have been answered to such Purchaser’s 's full satisfaction. No Person other than the Company or its authorized representatives, has offered the securities to the Purchaser. Such Purchaser is acquiring the Shares and the Warrants in the ordinary course of business for such Purchaser’s 's own account as principal (and not as a nominee or agent)principal, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, in any manner in violation of applicable United States federal or state securities laws or the rules or regulations promulgated thereunder. Such Purchaser has made no agreement with others regarding any sale, transfer, assignment or other disposition of any interest in the Shares. Such Purchaser is aware that, in the view of the SEC and certain state securities commissions, a purchase of the Shares now with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values or any change in the condition of the Company, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of the Shares and for which the Shares were pledged as security, would represent an intent inconsistent with this representation. Such Purchaser further represents and agrees that if, contrary to the foregoing intentions, such Purchaser should later desire to dispose of or transfer any of the Shares in any manner, such Purchaser shall not do so without first complying with the provisions of Section 6.1. Such Purchaser understands that no federal or state agency has passed upon or made any recommendation or endorsement of an investment in the Shares, the Warrant Shares or the Warrants. The foregoing shall in no way limit or modify the representations of the Company set forth in Section 3 hereof.

Investor Status; Etc. Such Purchaser certifies and represents to the Company that at the time such Purchaser acquires any of the Shares or WarrantsShares, such Purchaser satisfies one or more of the categories of “Accredited Investor” will be an "ACCREDITED INVESTOR" as defined in Rule 501 of Regulation D promulgated under the Securities Act, Act and was not organized for the purpose of acquiring the Shares or the WarrantsShares. Such Purchaser’s 's financial condition is such that it is able to bear the risk of holding the Shares, the Warrants, the Conversion Shares or the Warrant Shares for an indefinite period of time and the risk of loss of its entire investment. Such Purchaser has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s 's stage of development so as to be able to evaluate the risks and merits of its investment in the Company. Such Purchaser has received and carefully reviewed this Agreement, descriptive materials relating to the SEC Documents Company and any other materials relating thereto that such Purchaser has requested. Such Purchaser has had an opportunity to ask questions of and receive answers from the authorized representatives of the Company, and to review any relevant documents and records concerning the business of the Company and the terms and conditions of this investment, and that any such questions have been answered to such Purchaser’s 's full satisfaction. No Person other than the Company or its authorized representatives, has offered the securities to the Purchaser. Such Purchaser is acquiring the Shares and the Warrants in the ordinary course of business for such Purchaser’s 's own account as principal (and not as a nominee or agent), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, in any manner in violation of applicable United States federal or state securities laws or the rules or regulations promulgated thereunder. Such Purchaser has made no agreement, direct or indirect, with any other Person regarding any sale, transfer, assignment or other disposition of any interest in the Shares. Such Purchaser is aware that, in the view of the SEC and certain state securities commissions, a purchase of the Shares now with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values or any change in the condition of the Company, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of the Shares and for which the Shares were pledged as security, would represent an intent inconsistent with this representation. Such Purchaser further represents and agrees that if, contrary to the foregoing intentions, such Purchaser should later desire to dispose of or transfer any of the Shares in any manner, such Purchaser shall not do so without first complying with the provisions of Section 6.1. Such Purchaser understands that no federal or state agency has passed upon or made any recommendation or endorsement of an investment in the Shares, the Warrant Shares or the Warrants. The foregoing shall in no way limit or modify the representations of the Company set forth in Section 3 hereof.

Investor Status; Etc. Such Purchaser certifies and represents to the Company that at the time such Purchaser acquires any of the Shares or Warrants, such Purchaser satisfies one or more of the categories of “will be an "Accredited Investor” " as defined in Rule 501 of Regulation D promulgated under the Securities Act, Act and was not organized for the purpose of acquiring the Shares or the Warrants. Such Purchaser’s 's financial condition is such that it is able to bear the risk of holding the Shares, the Warrants, the Conversion Shares Warrants or the Warrant Shares for an indefinite period of time and the risk of loss of its entire investment. Such Purchaser has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s 's stage of development so as to be able to evaluate the risks and merits of its investment in the Company. Such Purchaser has received and carefully reviewed this Agreement, the SEC Documents and other materials relating thereto that such Purchaser has requested. Such Purchaser has had an opportunity to ask questions of and receive answers from the authorized representatives of the Company, and to review any relevant documents and records concerning the business of the Company and the terms and conditions of this investment, and that any such questions have been answered to such Purchaser’s 's full satisfaction. No Person other than the Company or its authorized representatives, has offered the securities to the Purchaser. Such Purchaser is acquiring the Shares and the Warrants in the ordinary course of business for such Purchaser’s 's own account as principal (and not as a nominee or agent), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, in any manner in violation of applicable United States federal or state securities laws or the rules or regulations promulgated thereunder. Such Purchaser has made no agreement, direct or indirect, with any other Person regarding any sale, transfer, assignment or other disposition of any interest in the Shares, the Warrants or the Warrant Shares. Such Purchaser is aware that, in the view of the SEC and certain state securities commissions, a purchase of the Shares or the Warrants now with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values or any change in the condition of the Company, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of the Shares, the Warrants or the Warrant Shares and for which the Shares, the Warrants or the Warrant Shares were pledged as security, would represent an intent inconsistent with this representation. Such Purchaser further represents and agrees that if, contrary to the foregoing intentions, such Purchaser should later desire to dispose of or transfer any of the Shares, the Warrant Shares or the Warrants in any manner, such Purchaser shall not do so without first complying with the provisions of Section 6.1. Such Purchaser understands that no federal or state agency has passed upon or made any recommendation or endorsement of an investment in the Shares, the Warrant Shares or the Warrants. The foregoing shall in no way limit or modify the representations of the Company set forth in Section 3 hereof.

Investor Status; Etc. Such The Purchaser certifies and represents to the Company that at the time such the Purchaser acquires any of the Shares or Warrants, such the Purchaser satisfies one or more of the categories of “will be an "Accredited Investor” " as defined in Rule 501 of Regulation D promulgated under the Securities Act, Act and was not organized for the purpose of acquiring the Shares or the Warrants. Such The Purchaser’s 's financial condition is such that it is able to bear the risk of holding the Shares, the Warrants, the Conversion Shares Warrants or the Warrant Shares for an indefinite period of time and the risk of loss of its entire investment. Such The Purchaser has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s 's stage of development so as to be able to evaluate the risks and merits of its investment in the Company. Such The Purchaser has received and carefully reviewed this Agreement, the SEC Documents and other materials relating thereto that such the Purchaser has requested. Such The Purchaser has had an opportunity to ask questions of and receive answers from the authorized representatives of the Company, and to review any relevant documents and records concerning the business of the Company and the terms and conditions of this investment, and that any such questions have been answered to such the Purchaser’s 's full satisfaction. No Person other than the Company or its authorized representatives, has offered the securities to the Purchaser. Such The Purchaser is acquiring the Shares and the Warrants in the ordinary course of business for such the Purchaser’s 's own account as principal (and not as a nominee or agent), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, in any manner in violation of applicable United States federal or state securities laws or the rules or regulations promulgated thereunder. Such The Purchaser has made no agreement, direct or indirect, with any other Person regarding any sale, transfer, assignment or other disposition of any interest in the Shares, the Warrants or the Warrant Shares. The Purchaser is aware that, in the view of the SEC and certain state securities commissions, a purchase of the Shares or the Warrants now with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values or any change in the condition of the Company, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of the Shares, the Warrants or the Warrant Shares and for which the Shares, the Warrants or the Warrant Shares were pledged as security, would represent an intent inconsistent with this representation. The Purchaser further represents and agrees that if, contrary to the foregoing intentions, the Purchaser should later desire to dispose of or transfer any of the Shares, the Warrant Shares or the Warrants in any manner, the Purchaser shall not do so without first complying with the provisions of Section 6.1. The Purchaser understands that no federal or state agency has passed upon or made any recommendation or endorsement of an investment in the Shares, the Warrant Shares or the Warrants. The foregoing shall in no way limit or modify the representations of the Company set forth in Section 3 hereof.