Status of Shareholder. The Shareholder is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, an excerpt of which is included in the attached Annex I, and such Shareholder is not acquiring the Issuable Securities or Underlying Shares as a result of any advertisement, article, notice or other communication regarding the Issuable Securities and Underlying 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.
Status of Shareholder. Each of the Top Favour Shareholders hereby makes the representations and warranties in either paragraph (a) or (b) of this Section 3.4, as indicated on the Signature Page of Top Favour Shareholders which is attached and part of this Agreement:
Status of Shareholder. Such Seller is not a “U.S. Person” as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not formed (if an entity) by a “U.S. Person” as defined by United States jurisdiction, and was not formed (if an entity) for the purpose of investing in securities not registered under the Securities Act. Such Seller is not acquiring the Buyer Ordinary Shares for the benefit of a “U.S. Person” as defined by Rule 902 of Regulation S. Such Seller is outside the United States. Such Seller acknowledges, agrees and covenants that it will not engage in hedging transactions with regard to Buyer Ordinary Shares prior to the expiration of the distribution compliance period specified in Rule 903 of Regulation S promulgated under the Securities Act, unless in compliance with the Securities Act. Absent another exemption from registration, such Seller will not resell Buyer Ordinary Shares to “U.S. Persons” or within the United States, unless pursuant to registration of such Buyer Ordinary Shares under the Securities Act.
Status of Shareholder. In respect of its Shares, Shareholder shall receive the same rights and privileges, and shall be subject to the same conditions and limitations, in each case as if Shareholder were Spectrum for purposes of the Shareholder Agreement.
Status of Shareholder. Each of the PSI Shareholders hereby makes the representations and warranties in either paragraph (a) or (b) of this Section 3.4, as indicated on the signature page of such shareholder forming a part of this Agreement:
(a) Accredited Investor Under Regulation D. Such PSI Shareholder is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, an excerpt of which is included in the attached Annex A; or
(b) Non-U.S. Person Under Regulation S. Such PSI Shareholder:
(i) is not a “U.S. person” as defined by Rule 902 of Regulation S promulgated under the Securities Act of 1933 (the “Securities Act”), was not organized under the laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act;
(ii) at the time of Closing, the PSI Shareholder was located outside the United States;
(iii) no offer of the Energroup Shares was made to the PSI Shareholder within the United States;
(iv) the PSI Shareholder is either (a) acquiring the Energroup Shares for its own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has signed this Agreement or has delivered representations and warranties substantially similar to this Section 3.4(b);
(v) all subsequent offers and sales of the Energroup Shares by the PSI Shareholder will be made outside the United States in compliance with Rule 903 of Rule 904 of Regulation S, pursuant to registration of the Shares under the Securities Act, or pursuant to an exemption from such registration; such PSI Shareholder understands the conditions of the exemption from registration afforded by section 4(l) of the Securities Act and acknowledges that there can be no assurance that it will be able to rely on such exemption.
(vi) such PSI Shareholder will not resell the Energroup Shares to U.S. Persons or within the United States until after the end of the one (1) year period commencing on the date of Closing (the “Restricted Period”);
(vii) such PSI Shareholder shall not and hereby agrees not to enter into any short sales with respect to the common stock of the Company at any time after the execution of this Agreement by such PSI Shareholder and prior to the expiration of the Restricted Period;
(viii) such PSI Shareholder understands that the Energroup Shares are being offered and sold to it in reliance on specific provisions of federal and state securities laws an...
Status of Shareholder. Neither you nor any person or persons to whom your rights and privileges under this option may pass shall be, or have any of the rights or privileges of, a shareholder of the Company with respect to any of the shares issuable upon the exercise of this option unless and until this option has been exercised.
Status of Shareholder. (a) Such Shareholder is knowledgeable in making investments and is able to bear the economic risk of loss of its investment in WWC. Except as provided on SCHEDULE 4.3 attached hereto, such Shareholder is an "accredited investor", as that term is defined in Rule 501(a) of Regulation D under the Securities Act. Such Shareholder is acting on its own behalf in connection with the investigation and examination of WWC and its decision to execute this Agreement and all related documents, instruments and agreements. Such Shareholder is receiving shares of WWC Series B Preferred Stock in the Merger for its own account, and not with a view of distribution. Such Shareholder acknowledges that the WWC Series B Preferred Stock will be unregistered and may not be sold or transferred in the absence of registration under the Securities Act and applicable state securities laws, unless an exemption exists therefore, and WWC has no obligation to effect such a registration.
(b) Such Shareholder acknowledges WWC has made all documents pertaining to the transactions contemplated herein, in the Exhibits and Schedules attached hereto and as filed with the Securities and Exchange Commission available to such Shareholder and/or such Shareholder's representative and has allowed such Shareholder and/or its representative an opportunity to ask questions and receive answers thereto and to verify and clarify any information contained in such documents. Such Shareholder has relied upon advice of its representative and/or independent investigation made by such Shareholder and/or such Shareholder's representative, and acknowledges that no representations or agreements other than those set forth in this Agreement have been made to such Shareholder in respect thereto. For any Shareholder who is not an accredited investor, such Shareholder, by reason of its business or financial experience and/or that of its representative who is unaffiliated with WWC and who is not compensated by WWC or any affiliate of WWC, such Shareholder has the capacity to protect such Shareholder's own interest in connection with the transactions contemplated by this Agreement and the issuance of WWC Series B Preferred Stock to such Shareholder with respect to the transactions contemplated herein. Such Shareholder expressly acknowledges and confirms that such Shareholder has evaluated and understands the risks and terms of investing in the securities of WWC to be issued to such Shareholder pursuant to this Agreement, an...
Status of Shareholder. McKee shall not be deemed to be a shareholder of Giant Industxxxx for any purpose with respect to the Pledged Stock unless, and then only to the extent that, this Option shall have been exercised and the Option Price paid in the manner provided herein, or as otherwise provided under the Stock Pledge Agreement. No adjustment will be made for dividends or other rights where the record date is prior to the date of exercise and payment.
Status of Shareholder. Each of such Shareholder and such Shareholder’s designee(s), if any, is one of the following, as indicated on the signature page of such Shareholder forming a part of this Agreement:
Status of Shareholder. 4.6.1. If such Shareholder checked one of the first three boxes on the Shareholders Signature Page of this Agreement, then such Shareholder hereby represents and warrants to Buyer as follows: Such Shareholder is either (i) an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act; (ii) not an "accredited investor", but such Shareholder has substantial knowledge and experience in financial and business matters and is capable, without the use of a financial advisor, of utilizing and analyzing the information made available in connection with the acquisition of the Issued Shares under this Agreement, and of evaluating the merits and risks of an investment in the Issued Shares; or (iii) not an "accredited investor", but such Shareholder has, through appropriate representation by a "purchaser representative" (as such term is used in the Securities Act and Regulation D thereunder), substantial knowledge and experience in financial and business matters and is capable, with the use of a financial advisor, of utilizing and analyzing the information made available in connection with the acquisition of the Issued Shares under this Agreement, and of evaluating the merits and risks of an investment in the Issued Share, as indicated on the signature page hereof ("Experienced Non Accredited Investor"). Such Shareholder acknowledges that the Issued Shares were not offered to such Shareholder by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to which such Shareholder was invited by any of the foregoing means of communications.
4.6.2. If such Shareholder checked the fourth box on the Shareholders Signature Page of this Agreement, then such Shareholder hereby represents and warrants to Buyer as follows: Such Shareholder is not a "U.S. Person" as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not formed (if an entity) by a "U.S. Person" as defined by United States jurisdiction, and was not formed (if an entity) for the purpose of investing in securities not registered under the Securities Act. Such Shareholder is not acquiring the Issued Shares for the benefit of a "U.S. Person" as defined by Rule 902 of Regulation S. On th...
