Investment Intent; Accredited Investor. The Investor is purchasing the Note and the Warrant for its own account, for investment purposes, and not with a view towards distribution. The Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D of the 1933 Act. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (a) evaluating the merits and risks of an investment in the Note, the Warrant and the Investor Shares and making an informed investment decision, (b) protecting its own interests and (c) bearing the economic risk of such investment for an indefinite period of time.
Investment Intent; Accredited Investor. Holder represents and warrants to the Company that Holder is acquiring the Warrants for investment purposes and with no present intention of distributing or reselling any of the Warrants. Holder represents that it is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act (the "Act") and has executed and delivered the Investment Representation Statement that accompanies this Agreement.
Investment Intent; Accredited Investor. (a) Seller is acquiring the Consideration Units for investment for its own account and not with a view to, or for sale in connection with, any distribution of the Consideration Units. Seller is aware that, when issued at Closing, the Consideration Units (i) will not be registered under the Securities Act or under any state or foreign securities Laws and (ii) will constitute “restricted securities” under federal securities laws and that under such laws and applicable regulations, none of such Consideration Units can be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.
Investment Intent; Accredited Investor. (a) Each Transferor is acquiring the NGL Units for investment for its own account and not with a view to, or for sale in connection with, any distribution thereof; provided, at the direction of OWL, such NGL Units issuable to OWL hereunder shall be issued to the OWL Partners pursuant to Section 2.1(a)(i). Each Transferor (either alone or together with its advisors) is (i) a sophisticated investor with 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 NGL Units, (ii) has been provided with or has had the opportunity to obtain information as desired to evaluate the merits and risks of its investment in the NGL Units and (iii) is capable of bearing the economic risks of such investment. Transferor is aware that, when issued at Closing, the NGL Units (i) will not be registered under the Securities Act or under any state or foreign securities Laws and (ii) will constitute “restricted securities” under federal securities laws and that under such laws and applicable regulations, none of such NGL Units can be sold or otherwise disposed of without registration under the Securities Act or in reliance on an exemption therefrom or in transactions to which such registration requirements do not apply.
Investment Intent; Accredited Investor. Buyer is acquiring the Shares for investment for Buyer's account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. Buyer represents that it is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.
Investment Intent; Accredited Investor. The Shareholder is not acquiring any MAPICS Common Stock with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States of America or any state thereof. The Shareholder acknowledges that such Shareholder (i) has such knowledge and experience in business and financial matters and with respect to investments in securities to enable the Shareholder to understand and evaluate the risks of an investment in the MAPICS Common Stock to be acquired by the Shareholder and to form an investment decision with respect thereto and is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof and (ii) is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act.
Investment Intent; Accredited Investor. The Investors hereby represent and warrant to the Operating Partnership, each Investor solely as to him or herself, that (a) they and their agents and representatives have such knowledge and experience in financial and business matters as to enable them to utilize the information made available to them in connection with the transactions contemplated hereby, to evaluate the merits and risks of the transactions contemplated hereby and to make an informed decision with respect thereto, and such an evaluation and informed decision has been made; (b) all documents, books and records requested by them and pertaining to the transactions contemplated hereby have been made available to the Investors for inspection by them and their agents and representatives; (c) they and their agents and representatives have had a full opportunity to ask questions of and receive answers from persons acting on behalf of the Operating Partnership concerning its proposed business and prospects, and all such questions have been answered to the Investors' satisfaction; (d) the Investors are acquiring the Units hereunder for their own account for investment only and not with a view to making a distribution thereof within the meaning of the 1933 Act; (e) such Units will not be sold or transferred by such parties in violation of the securities laws of the United States or any state thereof or other jurisdiction; (f) the Investors are aware that such Units have not been registered under the 1933 Act or the securities laws of any state or other jurisdiction, and that such Units must be held indefinitely unless subsequently registered or an exemption from such registration is available; (g) the Investors will not be required to dissolve as a result of closing of the transactions contemplated hereby and have no present intention to dissolve following the transactions contemplated hereby; (h) except for the Investor designated with an asterisk on Schedule I hereto, who makes no such representation, the Investors are "accredited investors," as such term is defined in Rule 50 1(a) of the Securities and Exchange Commission; (i) the Investors are aware that they will not be readily able to liquidate their investment in such Units, and are in a position to bear the risk of a speculative, illiquid long-term investment; and (j) the Investors understand and agree that the certificate or certificates representing such Units, if any, will bear a legend substantially to the effect set forth below: The s...
Investment Intent; Accredited Investor. (a) SemStream is acquiring the NGL Units for investment for its own account and not with a view to, or for sale in connection with, any distribution thereof. SemStream (either alone or together with its advisors) is (i) a sophisticated investor with 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 NGL Units, (ii) has been provided with or has had the opportunity to obtain information as desired to evaluate the merits and risks of its investment in the NGL Units and (iii) is capable of bearing the economic risks of such investment. SemStream is aware that, when issued at Closing, the NGL Units (i) will not be registered under the Securities Act or under any state or foreign securities Laws and (ii) will constitute “restricted securities” under federal securities laws and that under such laws and applicable regulations, none of such NGL Units can be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.
Investment Intent; Accredited Investor. By accepting this Warrant, the Holder represents and warrants that it (a) is acquiring this Warrant for its own account and not with a view to, or for sale in connection with, resale or any distribution or public offering thereof within the meaning of the Act or as a nominee or agent, (b) does not as of the date of this Warrant have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to this Warrant or the Warrant Shares, (c) understands that this Warrant and the Warrant Shares subject to this Warrant have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(a)(2) thereof, and (d) is, and on the date of exercise of this Warrant for Warrant Shares will be, an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act. The Holder understands that the Warrant Shares may be notated with appropriate legends to reflect that the Warrant Shares are “restricted securities.”
Investment Intent; Accredited Investor. The Investor is purchasing the Note and the Warrant for its own account, for investment purposes, and not with a view towards distribution. At the time such Investor was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants, it will be an “accredited investor” as such term is defined in Rule 501(a) of Regulation D of the 1933 Act. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (a) evaluating the merits and risks of an investment in its Note, its Warrant and the Investor Shares and making an informed investment decision, (b) protecting its own interests and (c) bearing the economic risk of such investment for an indefinite period of time. Such Investor is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of such Investor, any other general solicitation or general advertisement.
