Status and Investment Intent. (a) Status of the Purchaser. The Purchaser is either (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act or (ii) not a “U.S. person” within the meaning of Regulation S under the Securities Act.
Status and Investment Intent. (i) Experience. The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Purchased Shares. The Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment.
Status and Investment Intent. (i) Experience. The Purchaser is an Institutional Accredited Investor as such term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act. The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Purchased Shares. The Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment.
Status and Investment Intent. (i) The Purchaser is either (A) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act or (B) not a “U.S. person” within the meaning of Regulation S under the Securities Act.
(ii) The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Notes, and is capable of bearing the economic risks of such investment.
(iii) The Purchaser is acquiring the Notes for its own account and not with a view to the distribution thereof in violation of the Securities Act.
(iv) The Purchaser was not identified or contacted through the marketing of the transactions contemplated by this Agreement. The Purchaser did not contact the Company as a result of any general solicitation or directed selling efforts.
(v) The Purchaser acknowledges that the Notes are “restricted securities” that have not been registered under the Securities Act or any applicable state securities Law, and may only be offered, sold or otherwise transferred except pursuant to an effective registration statement under the Securities Act or an exemption from registration under the Securities Act.
Status and Investment Intent. (a) It is an "accredited investor" as defined in Rule 501(a) under the Securities Act, and it is acquiring Holdings Securities hereunder for its own account for investment purposes only and not with a view to, or with any present intention of, distribution thereof except as is otherwise provided in this Agreement with respect to Holdings Securities, provided, that the disposition of its property shall at all times be within its control. Such Co-Investor understands that it must bear the economic risk of an investment in Holdings Securities for an indefinite period of time because, among other reasons, the offering and sale of Holdings Securities have not been registered under the Securities Act and, therefore, Holdings Securities cannot be sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available. A legend to this effect shall be set forth on the face of each certificate evidencing Holdings Securities.
(b) It has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in Holdings Securities and it is capable of bearing the economic risks of such investment, including a complete loss of its investment. Such Co-Investor has not relied in connection with this investment upon any representations, warranties or agreements other than those set forth in this Agreement and the Stock Purchase Agreement.
Status and Investment Intent. Each of the Buyer Parties is acquiring Sale Shares pursuant to this Agreement for its own account for investment purposes only and not with the view nor intention to resell, distribute or otherwise dispose thereof, other than to certain of its Affiliates. Each of the Buyer Parties does not have any direct or indirect arrangement or understanding with any other Person to distribute or Sale Shares in violation of the Securities Act or any other applicable state securities Law. Each of the Buyer Parties acknowledges that Sale Shares are “restricted securities” that have not been registered under the Securities Act or any applicable state securities Law.
Status and Investment Intent. (a) The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Sale Shares. The Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment.
(b) The Purchaser is acquiring the Sale Shares that it is purchasing pursuant to this Agreement for investment for its own account for investment purposes only and not with the view to, or with any intention of, resale, distribution or other disposition thereof. The Purchaser does not have any direct or indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution of the Sale Shares in violation of the Securities Act or any other applicable state securities law.
(c) The Purchaser was not identified or contacted through the marketing of the Sale Shares. The Purchaser did not contact the Seller as a result of any general solicitation or directed selling efforts. The Purchaser acknowledges that the Sale Shares are “restricted securities” that have not been registered under the Securities Act or any applicable state securities law. The Purchaser is not a “U.S. person” as defined in Rule 902 of Regulation S. The Purchaser is acquiring the Purchased Shares in an offshore transaction in reliance upon the exemption from registration provided by Regulation S.
Status and Investment Intent. The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Purchased Shares. The Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment. The Purchaser is acquiring the Purchased Shares that it is subscribing for and purchasing pursuant to this Agreement for investment for its own account for investment purposes only and not with the view to, or with any intention of, resale, distribution or other disposition thereof in a manner that would violate the registration requirements of the Securities Act. The Purchaser is not a “U.S. person” as defined in Rule 902 of Regulation S.
Status and Investment Intent. 1.1 The Company has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the CIK Shares. The Company is capable of bearing the economic risks of such investment, including a complete loss of its investment.
Status and Investment Intent. (a) Status of the Purchaser. The Purchaser is not a “U.S. person” within the meaning of Regulation S under the Securities Act.
