Common use of Status of Investor Clause in Contracts

Status of Investor. (a) Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Stock. (b) Investor is an “accredited investor” as defined in Rule 501(a) under the Act. Such Investor is not a registered broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended (the "1934 Act"). (c) Investor is acquiring the Stock as principal for its own account for investment purposes only and not with a view to or with the intent of distributing or reselling such Stock or any part thereof, without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Stock in compliance with the one year holding period set forth in Rule 144 promulgated under the Act and in compliance with other applicable federal and state securities laws. Subject to the immediately preceding sentence, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Stock for any period of time. Such Investor is acquiring the Stock hereunder in the ordinary course of its business. Such Investor does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities. (d) Investor has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with such Investor, engaged in any transactions in the securities of the Company (including, without limitation, any short sales as defined in Rule 200 promulgated under Regulation SHO under the 1934 Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers (“Short Sales”) involving the Company’s securities) since the 30th day prior to the date of this Agreement. Such Investor covenants that neither it nor any person acting on its behalf or pursuant to any understanding with it will engage in any transactions in the securities of the Company (including Short Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed.

Status of Investor. (a) Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the StockSecurities. (b) Investor is an “accredited investor” as defined in Rule 501(a) under the Act. Such Investor is not a registered broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended (the "1934 Act"). (c) Investor is acquiring the Stock Securities as principal for its own account for investment purposes only and not with a view to or with the intent of distributing or reselling such Stock Securities or any part thereof, without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Stock Securities in compliance with the one year holding period set forth in Rule 144 promulgated under the Act and in compliance with other applicable federal and state securities laws. Subject to the immediately preceding sentence, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Stock Securities for any period of time. Such Investor is acquiring the Stock Securities hereunder in the ordinary course of its business. Such Investor does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities. (d) Investor has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with such Investor, engaged in any transactions in the securities of the Company (including, without limitation, any short sales as defined in Rule 200 promulgated under Regulation SHO under the 1934 Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers (“Short Sales”) involving the Company’s securities) since the earlier to occur of (1) the time that such Investor became a party to a non-disclosure agreement with the Company regarding this investment in the Company and (2) the 30th day prior to the date of this Agreement. Such Investor covenants that neither it nor any person acting on its behalf or pursuant to any understanding with it will engage in any transactions in the securities of the Company (including Short Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed.

Status of Investor. (a) Investor has such knowledge and experience in financial and business matters that it he or she is capable of evaluating the merits and risks of an investment in the StockSecurities. (b) Investor Young and Xxxxx are executive officers of the Company and, as such, each is an “accredited investor” as defined in Rule 501(a) under the Act. Such Each Investor is not a registered broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended (the "1934 Act"). (c) Investor is acquiring the Stock Securities as principal for its own account for investment purposes only and not with a view to or with the intent of distributing or reselling such Stock Securities or any part thereof, without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Stock Securities in compliance with the one year six(6) month or greater holding period set forth in Rule 144 promulgated under the Act and in compliance with other applicable federal and state securities laws. Subject to the immediately preceding sentence, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Stock Securities for any period of time. Such Investor is acquiring the Stock hereunder in the ordinary course of its business. Such Investor does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities. (d) Investor has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with such Investor, engaged in any transactions in the securities of the Company (including, without limitation, any short sales as defined in Rule 200 promulgated under Regulation SHO under the 1934 Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers (“Short Sales”) involving the Company’s securities) since the the 30th day prior to the date of this Agreement. Such Investor covenants that neither it nor any person acting on its behalf or pursuant to any understanding with it will engage in any transactions in the securities of the Company (including Short Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed.

Status of Investor. (a) Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Stock. (b) Investor is an “accredited investor” as defined in Rule 501(a) under the Act. Such Investor is not a registered broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended (the "1934 Act"). (c) Investor is acquiring the Stock as principal for its own account for investment purposes only and not with a view to or with the intent of distributing or reselling such Stock or any part thereof, without prejudice, however, to such Investor’s 's right at all times to sell or otherwise dispose of all or any part of such Stock in compliance with the one year holding period set forth in Rule 144 promulgated under the Act and in compliance with other applicable federal and state securities laws. Subject to the immediately preceding sentence, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Stock for any period of time. Such Investor is acquiring the Stock hereunder in the ordinary course of its business. Such Investor does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities. (d) Investor has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with such Investor, engaged in any transactions in the securities of the Company (including, without limitation, any short sales as defined in Rule 200 promulgated under Regulation SHO under the 1934 Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers (“Short Sales”) involving the Company’s 's securities) since the 30th day prior to the date of this Agreement. Such Investor covenants that neither it nor any person acting on its behalf or pursuant to any understanding with it will engage in any transactions in the securities of the Company (including Short Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed.