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. 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) 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.
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. (i) Experience. The Investor 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 Note. The Investor is capable of bearing the economic risks of such investment, including a complete loss of its investment.
Status and Investment Intent. The Exchanging Holder is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) and the Exchanging Holder is acquiring the Exchange Shares for its own account for investment purposes only and not with a view to any public distribution thereof or with any intention of selling, distributing or otherwise disposing of the Exchange Shares in a manner that would violate the registration requirements of the Securities Act. The Exchanging Holder is not an entity formed for the specific purpose of acquiring the Exchange Shares and is not required to be registered as a broker-dealer under Section 15 of the Exchange Act. The Exchanging Holder acknowledges and agrees that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except: (i) to Parent or a Subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates representing the Exchange Shares shall contain a legend to such effect. The Exchanging Holder is able to bear the economic risk of holding the Exchange Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment. The Exchanging Holder acknowledges and affirms that, with the assistance of its advisors, it has conducted and completed its own investigation, analysis and evaluation related to the investment in the Exchange
Status and Investment Intent. Subject to (i) the right of resale with respect to the Notes and (ii) the exchange of the Notes for the Holding Company Notes and the right of resale with respect to such Holding Company Notes, the Investors purchasing Notes hereunder will be purchasing such Notes for their own respective accounts, and each Investor understands that the Notes have not been registered under the Securities Act and may not be offered or sold unless the Notes are registered under the Securities Act or a valid exemption from such registration is available.
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.
