Common use of Matters Relating to Acquisition of the Subject Interests Clause in Contracts

Matters Relating to Acquisition of the Subject Interests. Buyer has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of an investment in the Subject Interests and is capable of bearing the economic risk of such investment. Buyer is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Buyer is acquiring the Subject Interests for investment for its own account. Buyer acknowledges and understands that (i) the acquisition of the Subject Interests has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Subject Interests will be characterized as “restricted securities” under applicable securities Laws. Buyer agrees that the Subject Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws.

Appears in 4 contracts

Samples: Purchase Agreement (PostRock Energy Corp), Purchase Agreement (Constellation Energy Group Inc), Purchase Agreement (Constellation Energy Group Inc)

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Matters Relating to Acquisition of the Subject Interests. Buyer PostRock has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of an investment in the Subject Interests and is capable of bearing the economic risk of such investment. Buyer PostRock is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Buyer PostRock is acquiring the Subject Interests for investment for its own account. Buyer PostRock acknowledges and understands that (i) the acquisition of the Subject Interests has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Subject Interests will be characterized as “restricted securities” under applicable securities Laws. Buyer PostRock agrees that the Subject Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws.

Appears in 3 contracts

Samples: Purchase Agreement (PostRock Energy Corp), Purchase Agreement (Constellation Energy Group Inc), Purchase Agreement (PostRock Energy Corp)

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Matters Relating to Acquisition of the Subject Interests. Assuming the accuracy of Seller’s representations and warranties hereunder, Buyer has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of an investment in the Subject Interests and is capable of bearing the economic risk of such investment. Buyer is is, or will be as of the Closing, an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Buyer is acquiring the Subject Interests for investment for its own account. Buyer acknowledges and understands that (i) the acquisition of the Subject Interests has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Subject Interests will be characterized as “restricted securities” under applicable securities Laws. Buyer agrees that the Subject Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws.

Appears in 1 contract

Samples: Purchase Agreement (Chesapeake Energy Corp)

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