Common use of Securities Representation Clause in Contracts

Securities Representation. The Investor acknowledges that: (i) it is not a United States Person (as defined in Regulation S under the Securities Act) and, in determining to enter into this Agreement, purchase the Purchased Shares and perform its obligations hereunder, has made its decision outside the United States; (ii) it is an accredited investor (as defined in Rule 501 under the Securities Act); (iii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in the Company as contemplated hereby or, alternatively, that it has engaged the services of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment and who has reviewed the proposed investment on its behalf, (iv) the Purchased Shares being delivered by the Company to the Investor have not been registered under the Securities Act or under the securities laws of any state in reliance upon Federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal and state securities laws or an exemption therefrom; (v) the Purchased Shares must be held by the Investor indefinitely unless subsequently so registered or if an exemption from such registration is available; and (vi) it has received information concerning the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and risks inherent in holding the Purchased Shares. The Investor agrees that the share certificate(s) which the Investor receives from the Company shall be legended with the following legend: "THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER."

Securities Representation. The Investor acknowledges that: (i) it is not a United States Person "U.S. person" (as defined in Regulation S Rule 902 under the Securities Act) and, in determining to enter into this Agreement, purchase acquire the Purchased Shares and perform its obligations hereunder, has made its buying decision outside the United States; (ii) it is an accredited investor (as defined in Rule 501 under the Securities Act); (iii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in the Company as contemplated hereby or, alternatively, that it has engaged the services of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment and who has reviewed the proposed investment on its behalf, ; (iv) the Purchased Shares being to be delivered by the Company to the Investor at the Closing Date have not been registered under the Securities Act or under the securities laws of any state in reliance upon Federal federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal federal and state securities laws or an exemption therefrom; (v) the Purchased Shares must be held by the Investor indefinitely unless subsequently so registered or if an exemption from such registration is available; and (vi) it has received information concerning Aerial and the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and risks inherent in holding the Purchased Shares. The Investor agrees that the share certificate(s) which the Investor receives from the Company shall be legended with the following legendlegends: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") ), AND MAY NOT NO TRANSFER OR OTHER DISTRIBUTION THEREOF CAN BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER OR PURSUANT TO MADE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDERFOR THE SHARES UNDER THE ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS." AND "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND VOTING SET FORTH IN AN INVESTMENT AGREEMENT DATED AS OF _________, 1998. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY UPON REQUEST."

Securities Representation. The Investor acknowledges that: (i) it Such Contributor receiving ER Units in exchange for his or its MGS Units is acquiring such ER Units for his or its own account and not with a United States Person (as defined view to, or for offer of resale in Regulation S under connection with, a distribution thereof, within the meaning of the Securities Act) and, in determining to enter into this Agreement, purchase the Purchased Shares and perform its obligations hereunder, has made its decision outside the United States; (ii) . Such Contributor acknowledges that he or it is an accredited investor (as defined able to fend for himself or itself, can bear the economic risk of his or its investment in Rule 501 under the Securities Act); (iii) it ER Units, and has such knowledge and experience in financial and business matters that he or it is capable of evaluating the merits and risks of investing an investment in the Company as contemplated hereby orER Units. In acquiring the ER Units, alternativelysuch Contributor is not offering or selling, and will not offer or sell, for himself or itself or ER Pipeline in connection with any distribution of the ER Units, and such Contributor does not have a participation and will not participate in any such undertaking or in any underwriting of such an undertaking except in compliance with applicable federal and state securities laws. Further, such Contributor understands that such ER Units will not have been registered pursuant to the Securities Act or any applicable state securities laws, that it has engaged the services ER Units will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the ER Units cannot be sold or otherwise disposed of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment and who has reviewed the proposed investment on its behalf, (iv) the Purchased Shares being delivered by the Company to the Investor have not been registered without registration under the Securities Act or under the securities laws of any state in reliance upon Federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal and state securities laws or an exemption therefrom; (v) . In this connection, such Contributor represents that he or it is familiar with Rule 144 promulgated under the Purchased Shares must be held Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Investor indefinitely unless subsequently so registered Securities Act. Stop transfer instructions may be issued to the transfer agent for securities of ER Pipeline (or if an exemption from such registration is available; and (via notation may be made in the appropriate records of ER Pipeline) it has received information concerning the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and risks inherent in holding the Purchased Shares. The Investor agrees that the share certificate(s) which the Investor receives from the Company shall be legended connection with the ER Units issued hereunder. It is agreed and understood by such Contributor that, should any certificate be issued representing any of the ER Units, each such certificate shall conspicuously set forth on the face or back thereof, in addition to any legends required by Legal Requirement or other agreement, a legend in substantially the following legendform: "THE SECURITIES UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER PURSUANT TO THE SECURITIES ACT OF 1933 (THE "ACT") AND 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH UNITS MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED, EXCEPT TRANSFERRED UNLESS THEY ARE FIRST REGISTERED PURSUANT TO AN EXEMPTION FROM THAT ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS EAGLE ROCK PIPELINE, LP RECEIVES A WRITTEN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION THEREUNDER OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDERIS NOT REQUIRED."

Securities Representation. The Each of HTL and the Investor acknowledges that: (i) it is not a United States Person person (as defined in Regulation S under the Securities Act) and, in determining to enter into this Agreement, make its purchase the Purchased Shares and perform its obligations hereunder, has made its buying decision outside the United States; (ii) it is an accredited investor (as defined in Rule 501 under the Securities Act); (iii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in the Company as contemplated hereby or, alternatively, that it has engaged the services of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment and who has reviewed the proposed investment on its behalf, ; (iv) the Purchased Shares being delivered by the Company to the Investor have not been registered under the Securities Act or under the securities laws of any state in reliance upon Federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal and state securities laws or an exemption therefrom; (v) the Purchased Shares must be held by the Investor indefinitely unless subsequently so registered or if an exemption from such registration is available; and (vi) it has received information concerning the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and risks inherent in holding the Purchased Shares. The Investor agrees that the share certificate(s) which the Investor receives from the Company shall be legended with the following legend: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") ), AND MAY NOT NO TRANSFER OR OTHER DISTRIBUTION THEREOF CAN BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER OR PURSUANT TO MADE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDERFOR THE SHARES UNDER THE ACT, OR AN OPINION OF COUNSEL PRESENTED AND SATISFACTORY TO THE COMPANY AND ITS COUNSEL PRIOR TO THE PROPOSED TRANSACTION THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS."

Securities Representation. The Each of HTL and the Investor acknowledges that: (i) it is not a United States Person (as defined in Regulation S under the Securities Act) and, in determining to enter into this Agreement, purchase the Purchased Shares and perform its obligations hereunder, has made its decision outside the United States; (ii) it is an accredited investor (as defined in Rule 501 under the Securities Act); (iiiii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in the Company as contemplated hereby or, alternatively, that it has engaged the services of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment and who has reviewed the proposed investment on its behalf, ; (iviii) the Purchased Shares being delivered by the Company to the Investor have not been registered under the Securities Act or under the securities laws of any state in reliance upon Federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal and state securities laws or an exemption therefrom; (viv) the Purchased Shares must be held by the Investor indefinitely unless subsequently so registered or if an exemption from such registration is available; and (viv) it has received information concerning the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and risks inherent in holding the Purchased Shares. The Investor agrees that the share certificate(s) which the Investor receives from the Company shall be legended with the following legendlegends: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") ), AND MAY NOT NO TRANSFER OR OTHER DISTRIBUTION THEREOF CAN BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER OR PURSUANT TO MADE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDERFOR THE SHARES UNDER THE ACT, OR AN OPINION OF COUNSEL PRESENTED AND SATISFACTORY TO THE COMPANY AND ITS COUNSEL PRIOR TO THE PROPOSED TRANSACTION THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS." AND "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER

Securities Representation. The Each of HTL and the Investor acknowledges that: (i) it is not a United States Person (as defined in Regulation S under the Securities Act) and, in determining to enter into this Agreement, purchase the Purchased Shares and perform its obligations hereunder, has made its decision outside the United States; (ii) it is an accredited investor (as defined in Rule 501 under the Securities Act); (iiiii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in the Company as contemplated hereby or, alternatively, that it has engaged the services of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment and who has reviewed the proposed investment on its behalf, ; (iviii) the Purchased Shares being delivered by the Company to the Investor have not been registered under the Securities Act or under the securities laws of any state in reliance upon Federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal and state securities laws or an exemption therefrom; (viv) the Purchased Shares must be held by the Investor indefinitely unless subsequently so registered or if an exemption from such registration is available; and (viv) it has received information concerning the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and risks inherent in holding the Purchased Shares. The Investor agrees that the share certificate(s) which the Investor receives from the Company shall be legended with the following legendlegends: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") ), AND MAY NOT NO TRANSFER OR OTHER DISTRIBUTION THEREOF CAN BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER OR PURSUANT TO MADE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDERFOR THE SHARES UNDER THE ACT, OR AN OPINION OF COUNSEL PRESENTED AND SATISFACTORY TO THE COMPANY AND ITS COUNSEL PRIOR TO THE PROPOSED TRANSACTION THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS." AND "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND VOTING SET FORTH IN A SHAREHOLDERS AGREEMENT DATED AS OF _________, 19__. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY UPON REQUEST."

Securities Representation. The Investor acknowledges that: Seller hereby confirms that the Shares to be acquired by the Seller hereunder (isubject to the terms and conditions herein) it is will be acquired for investment for the Seller’s own account, not as a United States nominee or agent, and not with a view to the resale or distribution of any part thereof (other than pursuant to an effective registration statement or an available exemption therefrom), and that the Seller has no present intention of selling, granting any participation in, or otherwise distributing the same (other than pursuant to an effective registration statement or an available exemption therefrom). The Seller further represents that the Seller does not presently have any contract, undertaking, agreement or arrangement with any Person (as defined in Regulation S to sell, transfer or grant participations to such Person or to any third Person, with respect to any of such securities. The Seller understands that the Shares to be acquired, subject to the terms and conditions herein, have not been, and until registered, will not be, registered under the Securities Act of 1933, as amended (the “Securities Act) and”), in determining by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Seller’s representations as expressed herein. The Seller understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to enter into this Agreementthese laws, purchase the Purchased Seller must hold the Shares indefinitely unless they are registered with the Securities and perform its obligations hereunderExchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Seller acknowledges that Company has made its decision outside no obligation to register or qualify the United States; (ii) securities for resale. The Seller understands that the Shares may, be notated with a customary Securities Act legend. The Seller represents that it is an accredited investor (as defined in Rule 501 501(a) of Regulation D promulgated under the Securities Act); (iii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in the Company as contemplated hereby or, alternatively, that it has engaged the services of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment and who has reviewed the proposed investment on its behalf, (iv) the Purchased Shares being delivered by the Company to the Investor have not been registered under the Securities Act or under the securities laws of any state in reliance upon Federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal and state securities laws or an exemption therefrom; (v) the Purchased Shares must be held by the Investor indefinitely unless subsequently so registered or if an exemption from such registration is available; and (vi) it has received information concerning the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and risks inherent in holding the Purchased Shares. The Investor agrees that the share certificate(s) which the Investor receives from the Company shall be legended with the following legend: "THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER."

Securities Representation. The Each of HTL and the Investor acknowledges that: (i) it is not a United States Person person (as defined in Regulation S under the Securities Act) and, in determining to enter into this Agreement, make its purchase the Purchased Shares and perform its obligations hereunder, has made its buying decision outside the United States; (ii) it is an accredited investor (as defined in Rule 501 under the Securities Act); (iii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in the Company as contemplated hereby or, alternatively, that it has engaged the services of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment and who has reviewed the proposed investment on its behalf, ; (iv) the Purchased Shares (including shares of Common Stock into which shares of the Junior Preferred Stock may be converted) being delivered by the Company to the Investor have not been registered under the Securities Act or under the securities laws of any state in reliance upon Federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal and state securities laws or an exemption therefrom; (v) the Purchased Shares (including shares of Common Stock into which shares of the Junior Preferred Stock may be converted) and the Exchanged Shares must be held by the Investor indefinitely unless subsequently so registered or if an exemption from such registration is available; and (vi) it has received information concerning the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and risks inherent in holding the Purchased Shares (including shares of Common Stock into which shares of the Junior Preferred Stock may be converted) and the Exchanged Shares. The Investor agrees that the share certificate(s) which the Investor receives from the Company (including shares of Common Stock into which shares of the Junior Preferred Stock may be converted) shall be legended with the following legend: "THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERREDTRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER."" The share certificate(s) of Junior Preferred Stock which the Investor receives from the Company shall also be legended with the following legend: