Regulation D Exemption. The Subscriber acknowledges that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws under Section 4(2) of the Securities Act and/or the provisions of Rule 506 of Regulation D promulgated by the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended. And, the Company is relying upon the truth and accuracy of the representations, warranties, agreements acknowledgments and understandings of the Subscriber set forth in this Agreement and/or Investor Questionnaire in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the Shares. In this regard, the Subscriber further represents, warrants and agrees that:
Regulation D Exemption. Each EUE Shareholder that is a U.S. Person ("U.S. EUE Shareholder") represents that such person is an "Accredited Investor" as that term is defined in Regulation D promulgated under the Securities Act. Each U.S. EUE Shareholder represents that the Buyer Shares being acquired, are being acquired solely for the account of such Person for such shareholder's investment and not with a view to, or for resale in connection with, any distribution in any jurisdiction where such sale or distribution would be precluded. The U.S. EUE Shareholder is not acquiring the Buyer Shares as a result of any advertisement, article, notice or other communication regarding the Buyer Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. Such U.S. EUE Shareholder, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Buyer Shares, and has so evaluated the merits and risks of such investment. Such U.S. EUE Shareholder is able to bear the economic risk of an investment in the Buyer Shares and, at the present time, is able to afford a complete loss of such investment. Each certificate representing the Buyer Shares sold under Regulation D shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO COUNSEL TO THE ISSUER THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS IS AVAILABLE."
Regulation D Exemption. An exemption from registration under the Act satisfactory to the Company in the opinion of counsel to USSC shall be available to the Company pursuant to Section 4(2) of the Act, the SEC's Regulation D pursuant to the Act, or is otherwise available in the opinion of counsel to USSC; All Shareholders shall be "Accredited Investors" as defined in the SEC's Regulation D, or shall be sophisticated investors and consent to the appointment of a purchaser representative to advise such Shareholder with respect to the Merger and the investment decision with respect to USSC Common Stock.
Regulation D Exemption. Each Purchaser severally and not jointly hereby represents and warrants to, and covenants with, the Company (which representations, warranties and covenants shall survive the closing of this Agreement) as of the date hereof and as of the Effective Date that
(1) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law or regulation applicable to the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(2) all information furnished in the Investor Questionnaire, form of which is attached hereto as Exhibit A (the “Investor Questionnaire”) completed is true and correct in all respects;
(3) the Purchaser acknowledges that the sale of the Shares hereunder is being made pursuant to an exemption from registration under the Securities Act in compliance with Regulation D promulgated under the Securities Act, and that the Purchaser is an “accredited investor”, as defined in Rule 501 of Regulation D, as set out in the Investor Questionnaire;
(4) the Purchaser is acquiring the Shares for investment purposes for its own account and not on behalf of any U.S. person, and not with a view to a distribution of all or any part thereof. The Purchaser is aware that there are legal and practical limits on its ability to sell or dispose of the Shares and therefore, that the Purchaser must bear the economic risk of its investment for an indefinite period of time. The Purchaser has adequate means of providing for its current needs and anticipated contingencies and has no need for liquidity of this investment. The Purchaser’s commitment to illiquid investments is reasonable in relation to its net worth;
(5) the Purchaser (i) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (ii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(6) the Purchaser is not aware of any advertisement of any of the Shares and is not acquiring any of the Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by gener...
Regulation D Exemption. Purchaser shall have a reasonable basis for reliance on the Regulation D Exemption and for reliance on applicable Blue Sky law exemptions in every state where a Company Preferred Shareholder or a holder of Company Shareholder Notes is resident, except where the Regulation D Exemption or Blue Sky exemption is unavailable due to the failure of Purchaser to take necessary actions to qualify for the Regulation D Exemption or any applicable Blue Sky exemption.
Regulation D Exemption. The Company will cooperate with Purchaser in its efforts to qualify the offering of the Closing Merger Shares for the Regulation D Exemption. The Company will promptly disseminate to the Company Preferred Shareholders copies of SEC filings and other disclosure documents provided by the Purchaser, which shall be reasonably acceptable to the Company. The Company, at its sole expense, will make available to each Company Preferred Shareholder with a purchaser representative that is qualified under Regulation D, to the extent that a purchaser representative is required under the Regulation D Exemption. The Company will provide Purchaser with drafts of any proxy statements and similar disclosure documents prior to dissemination to the Company Preferred Shareholders, and will make all revisions to such documents requested by Purchaser as are necessary to comply with the Regulation D Exemption.