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. (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. (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. (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. 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. 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. (a) Each Seller other as set forth in Section 3.22 of the Disclosure Schedules is as of the date hereof, and shall be as of the Closing Date, an “accredited investor” as defined in Rule 501 under the Securities Act.
(b) Each Seller is acquiring its portion of the Common Stock Payment for investment purposes only for its own account and not with the view to, or with any intention of, resale, distribution or other disposition thereof, in violation of the Securities Act. No Seller has a direct or indirect arrangement, or understanding with any other Persons to distribute, or regarding the distribution of the Common Stock Payment, in violation of the Securities Act or any other applicable state securities law.
(c) Each Seller acknowledges that (i) the Initial Shares, Escrowed Shares, and Retention Bonus Shares are “restricted securities” that, until registered under Section 5.02, may not be freely sold or transferred except pursuant to an exemption from registration under the Securities Act, and (ii) the certificates representing all such shares shall contain restrictive legends in appropriate form determined by Buyer until such shares are registered under Section 5.02 or are otherwise no longer considered restricted securities.
Status and Investment Intent. (a) Everest 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 CPP Shares or the Subject Shares. Everest is capable of bearing the economic risks of such investment, including a complete loss of its investment.
(b) Everest is acquiring the CPP Shares or Subject Shares 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. Everest does not have any direct or indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution of the CPP Shares or Subject Shares in violation of the Securities Act or any other applicable state securities law.
(c) Everest acknowledges that the CPP Shares or the Subject Shares are “restricted securities” that have not been registered under the Securities Act or any applicable state securities law. Everest further acknowledges and agrees that, absent an effective registration under the Securities Act, the CPP Shares or the Subject Shares may only be offered, sold or otherwise transferred (A) to the Company, (B) outside the United States in accordance with Regulation S or (C) pursuant to an exemption from registration under the Securities Act.
(d) Everest is not relying on, and has not relied on, any statement, representation or warranty made by any person or any disclosure made in the Registration Statement. Everest has consulted to the extent deemed appropriate by such Everest with such Everest’s own advisers as to the financial, tax, legal and related matters concerning an investment in the CPP Shares or the Subject Shares and on that basis believes that an investment in the CPP Shares or the Subject Shares is suitable and appropriate for such Everest.
(e) Everest has been advised and acknowledges that in issuing the CPP Shares or the Subject Shares to Everest pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. Everest is acquiring the CPP Shares or the Subject Shares in an offshore transaction in reliance upon the exemption from registration provided by Regulation S.
(f) Everest (x) was not identified or contacted through the marketing of the Offering and (y) did not contact the Seller as a result of any general solicitation.
