Seller Status. Seller (a) is a sophisticated person with respect to the sale of the Purchased ADSs to be sold by it hereunder; (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased ADSs to be sold by it hereunder; and (c) has independently and without reliance upon Purchaser, and based on such information as Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Seller has relied upon Purchaser’s express representations, warranties and covenants in this Agreement and would not enter into this Agreement in the absence of such representations, warranties and covenants. Seller acknowledges that Purchaser has not given Seller any investment advice, credit information or opinion on whether the sale of the Purchased ADSs is prudent.
Seller Status. Seller is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D as promulgated by the SEC under the Securities Act. Seller is not a registered broker-dealer under Section 15 of the Exchange Act.
Seller Status. At the time such Seller was offered the shares of CWD Common Stock, he or she was, at the date hereof he or she is, and at the Stock Consideration Payment Date, he or she will be an “accredited investor” as defined in Rule 501(a) under the Securities Act and a “non-U.S. person” as defined in Rule 902 of Regulation S promulgated the Securities Act.
Seller Status. Neither the Seller, any of the Subject Entities nor any of their respective Affiliates is an employee benefit plan or other organization exempt from taxation pursuant to Section 501(a) of the Code, a non-resident alien, a foreign corporation or other foreign Person, or a regulated investment company within the meaning of Section 851 of the Code.
Seller Status. The Seller (a) is a sophisticated person with respect to the sale of the Purchased Shares; (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares; and (c) has independently and without reliance upon the Purchasers, and based on such information as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that the Seller has relied upon the Purchasers' express representations, warranties and covenants in this Agreement. The Seller acknowledges that the Purchasers have not given the Seller any investment advice, credit information or opinion on whether the sale of the Purchased Shares is prudent.
Seller Status. Such Seller (a) is a sophisticated person with respect to the sale of the Purchased Securities to be sold by it hereunder; (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Securities to be sold by it hereunder; and (c) has independently and without reliance upon any Purchaser, and based on such information as such Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that such Seller has relied upon any Purchaser’s express representations, warranties and covenants in this Agreement and would not enter into this Agreement in the absence of such representations, warranties and covenants. Such Seller acknowledges that no Purchaser has given such Seller any investment advice, credit information or opinion on whether the sale of the Purchased Securities to be sold by it hereunder is prudent. Such Seller understands and acknowledges that the Company Sale may be material and non-public information with respect to the Company (the “Information”). Such Seller further understands that it is fully aware of the Information and has parity with the Purchaser as to the Information.
Seller Status. Seller is not an employee benefit plan or other organization exempt from taxation pursuant to Section 501(a) of the Code, a nonresident alien, a foreign corporation or other foreign Person, or a regulated investment company within the meaning of Section 851 of the Code.
Seller Status. Seller (a) is a sophisticated person with respect to the sale of the Purchased Shares; (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares; and (c) has independently and without reliance upon Purchaser, and based on such information as Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Seller has relied upon Purchaser’s express representations, warranties and covenants in this Agreement. Seller acknowledges that Purchaser has not given Seller any investment advice, credit information or opinion on whether the sale of the Purchased Shares is prudent.
Seller Status. The Seller is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”). The Seller is not required to be registered as a broker-dealer under Section 15 of the Securities Exchange Act of 1934 and such Seller is not a broker-dealer, nor an affiliate of a broker-dealer. If the Seller is not a U.S. Person, the Seller (i) acknowledges that the certificate(s) representing or evidencing the Securities contains a customary restrictive legend restricting the offer, sale or transfer of any Securities except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration, (ii) agrees that all offers and sales by such Seller of Securities shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or a transaction not subject to the registration requirements of, the Securities Act, (iii) represents that the offer to purchase the Securities was made to the Seller outside of the United States, and the Seller was, at the time of the offer and will be, at the time of the sale and is now, outside the United States, (iv) has not engaged in or directed any unsolicited offers to purchase Securities in the United States, (v) is neither a U.S. Person nor a Distributor (as such terms are defined in Rule 902(k) and 902(d), respectively, of Regulation S), (vi) has purchased the Securities for its own account and not for the account or benefit of any U.S. Person, (vii) is the sole beneficial owner of the Securities specified on signature pages hereto opposite his name and has not pre-arranged any sale with any other seller in the United States, and (ix) is familiar with and understands the terms and conditions and requirements contained in Regulation S, specifically, without limitation, the Seller understands that the statutory basis for the exemption claimed for the sale of the Securities would not be present if the sale, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act.
Seller Status. Seller, or if Seller is disregarded as separate from its owner for federal income tax purposes, the Person who is treated as the owner of Seller for federal income tax purposes, is a United States Person within the meaning of Section 7701(a)(30) of the Code.
