Partnership Interest Unregistered; Accredited Investor Sample Clauses

Partnership Interest Unregistered; Accredited Investor. Strategic has been advised that (x) the offer and issuance of the Partnership Interest has not been registered under the Securities Act, (y) the Partnership Interest being purchased by Strategic hereunder may need to be held indefinitely and (z) there is no established market for the Partnership Interest and it is not anticipated that there will be any such market for the Partnership Interest in the foreseeable future. Strategic as to itself, or as to a Strategic Affiliate represents and warrants that: (i) Strategic or Strategic Affiliate is an “Accredited Investor” under Rule 501(a) promulgated under the Securities Act; (ii) Strategic’s or Strategic Affiliate’s knowledge and experience in financial and business matters are such that Strategic is capable of evaluating the merits and risks of its investment in such Partnership Interest, or Strategic or Strategic Affiliate has been advised by a Representative possessing such knowledge and experience; (iii) Strategic, Strategic Affiliate and Strategic’s Representatives, including Strategic’s professional, financial, tax and other advisors, if any, have carefully considered the proposed investment by Strategic in the Partnership Interest, and Strategic or Strategic Affiliate understands and has taken cognizance of (or has been advised by its representatives as to) the risk factors related to the acquisition of such Partnership Interest, and no representations or warranties have been made to Strategic, Strategic Affiliate or their Representatives concerning the Partnership Interest, the Partnership or the Partnership’s business, operations, financial condition or prospects or other matters except as set forth herein; (iv) in making its decision to purchase the Partnership Interest being purchased by it hereunder, Strategic and Strategic Affiliate has relied upon independent investigations made by Strategic and Strategic Affiliate and, to the extent believed by Strategic and Strategic Affiliate to be appropriate, Strategic’s Representatives, including Strategic’s professional, financial, tax and other advisors, if any; (v) Strategic, Strategic Affiliate and their Representatives have been given the opportunity to request to examine all Documents of, and to ask questions of, and to receive answers from, Partnership and its Representatives concerning the terms and conditions of the acquisition of the Partnership Interest being purchased by Strategic hereunder and to obtain any additional information which Strategi...
Sample 1
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Partnership Interest Unregistered; Accredited Investor. Strategic has been advised that (x) the offer and issuance of the Partnership Interest has not been registered under the Securities Act, (y) the Partnership Interest being purchased by Strategic hereunder may need to be held indefinitely and (z) there is no established market for the Partnership Interest and it is not anticipated that there will be any such market for the Partnership Interest in the foreseeable future. Strategic as to itself, or as to a Strategic Affiliate represents and warrants that: (i) Strategic or Strategic Affiliate is an “Accredited Investor” under Rule 501(a) promulgated under the Securities Act; (ii) Strategic’s or Strategic Affiliate’s knowledge and experience in financial and business matters are such that Strategic is capable of evaluating the merits and risks of its investment in such Partnership Interest, or Strategic or Strategic Affiliate has been advised by a Representative possessing such knowledge and experience; (iii) Strategic, Strategic Affiliate and Strategic’s Representatives, including Strategic’s professional, financial, tax and other advisors, if any, have carefully considered the proposed investment by Strategic in the Partnership Interest, and Strategic or Strategic Affiliate understands and has taken
Sample 1

Related to Partnership Interest Unregistered; Accredited Investor

  • Transfers of Rule 144A Notes and Institutional Accredited Investor Notes The following provisions shall apply with respect to any proposed registration of transfer of a Rule 144A Note or an Institutional Accredited Investor Note prior to the date that is one year after the later of the date of its original issue and the last date on which the Issuer or any Affiliate of the Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”):

  • Transfers to Non-QIB Institutional Accredited Investors The following provisions shall apply with respect to the registration of any proposed transfer of a Note to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons):

  • Institutional Accredited Investor It is and will be on the Closing Date (i) an institutional “accredited investor” as such term is defined in Rule 501(a) of Regulation D and as contemplated by subsections (1), (2), (3) and (7) of Rule 501(a) of Regulation D, and has no less than $5,000,000 in total assets, or (ii) a QIB.

  • Accredited Investor Status The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

  • Investment Intent; Accredited Investor The Investor is purchasing the Note and the Warrant for its own account, for investment purposes, and not with a view towards distribution. The Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D of the 1933 Act. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (a) evaluating the merits and risks of an investment in the Note, the Warrant and the Investor Shares and making an informed investment decision, (b) protecting its own interests and (c) bearing the economic risk of such investment for an indefinite period of time.

  • Accredited Investor Status or Investment Limits Subscriber represents that either:

  • Accredited Investor The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

  • Accredited Investors The Optionee is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

  • Registered Investment Adviser The Sub-Adviser (i) is duly registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, and correct promptly any violations that have occurred, and will provide notice promptly to the Adviser of any material violations relating to the Fund; (v) has materially met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency; and (vi) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the 1940 Act.

  • ACCREDITED INVESTOR QUESTIONNAIRE In order for the Company to offer and sell the Securities in conformance with state and federal securities laws, the following information must be obtained regarding your investor status. Please initial each category applicable to you as a Purchaser of Securities of the Company.

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