Accredited Investor; Investment Intent. Buyer is an accredited investor as defined in Regulation D under the Securities Act. Buyer is acquiring the Interests for its own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof, except in compliance with applicable federal and state securities laws.
Accredited Investor; Investment Intent. Seller qualifies as an “accredited investor” within the meaning of Rule 501(a) of Regulation D of the Securities Act. Seller is acquiring the Cantel Shares included in the Stock Consideration for his own account for the purpose of investment and not with a view to, or for sale in connection with, the distribution thereof, and he has no present intention of distributing or selling such Cantel Shares. Seller understands that the Cantel Shares have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and hereby agrees not to make any sale, transfer or other dispositions of such Shares unless either (i) such Cantel Shares have been registered under the Securities Act and all applicable state and other securities laws and any such registration remains in effect or (ii) registration is not required under the Securities Act or applicable state securities laws with respect to such sale, transfer or other disposition.
Accredited Investor; Investment Intent. Each Contributor is an accredited investor as defined in Regulation D under the Securities Act. Each Contributor is acquiring the Stock Consideration for its own account for investment and not with a view to, or for sale or other disposition in connection with any distribution of all or any part thereof, except in compliance with applicable federal and state securities Laws.
Accredited Investor; Investment Intent. The Company is an accredited investor as defined in Regulation D under the Securities Act. The Company is acquiring the Transferred Interests for its own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof, except in compliance with applicable federal and state securities Laws. The Company acknowledges that the Transferred Interests are not registered under the Securities Act or any state securities laws, and that the Transferred Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. The Company, together with Parent, its sole equityholder, has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.
Accredited Investor; Investment Intent. The Purchaser is an accredited investor as that term is defined in Rule 501(a) of Regulation D, and is acquiring the Preferred Shares solely for Purchaser’s own account for investment purposes as a principal and not with a present view to the public resale or distribution of all or any part thereof, except pursuant to sales that are exempt from the registration requirements of the Securities Act and/or sales registered under the Securities Act; provided, however, that in making such representation, the Purchaser does not agree to hold the Securities for any minimum or specific term and reserves the right to sell, transfer or otherwise dispose of the Securities at any time in accordance with the provisions of this Agreement and with Federal and state securities laws applicable to such sale, transfer or disposition.
Accredited Investor; Investment Intent. Seller is an accredited investor as defined in Regulation D under the Securities Act. Seller is acquiring the Equity Consideration Shares for its own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof, except in compliance with applicable federal and state securities Laws.
Accredited Investor; Investment Intent. Seller is a knowledgeable investor and acknowledges that it has received or had access to all information concerning Parent that it required to make an investment decision with respect to the Parent Consideration Shares and has had the ability to evaluate (and in fact has evaluated) such information. In making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, Seller has relied on the representations and warranties of Buyer and Parent and its own independent due diligence investigation of Parent and (subject to the foregoing) Seller has been advised by and has relied solely on its own expertise and legal, land, tax, reservoir engineering and other professional counsel concerning the transactions contemplated by this Agreement, the Parent Consideration Shares to be acquired pursuant to this Agreement and the value thereof. Neither such inquiries nor any other due diligence investigations conducted at any time by Seller or its representatives shall modify, amend or affect Seller’s right (i) to rely on the representations and warranties of Buyer and Parent contained in Section 4.2 and 4.3 or (ii) to indemnification or any other remedy based on, or with respect to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in this Agreement. Seller is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, as amended by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, is acquiring the Parent Consideration Shares for its own account and not with a current intent to make a distribution within the meaning of the Securities Act or a distribution thereof in violation of any other applicable securities Laws and is able to bear the economic risk and lack of liquidity inherent in holding the Parent Consideration Shares. Seller is not a “related person” of Buyer or Parent as defined in Item 404 of Regulation S-K under the Securities Act.
Accredited Investor; Investment Intent. Each of the Buyer and the Partnership is an accredited investor as defined in Regulation D under the 1933 Act. The Partnership is acquiring the Contributed Interests for its own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof, except in compliance with applicable federal and state securities Laws, nor with any present intention of distributing or selling any of the Contributed Interests except in compliance with applicable federal and state securities Laws.
Accredited Investor; Investment Intent. 4.2.1 This Agreement is made with such Purchaser in reliance upon such Purchaser’s representation to Borrower and Parent, which by such Purchaser’s execution of this Agreement, such Purchaser hereby confirms, that (A) the Securities to be acquired by such Purchaser are being acquired for investment for such Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, except that (without any limitation on such Purchaser’s rights to sell, assign or otherwise transfer all or any part of the Securities to be acquired by such Purchaser) such Purchaser may, in its sole discretion grant one or more participation interests in the Securities to be acquired by such Purchaser; and (B) such Purchaser has full power and authority to enter into this Agreement.
Accredited Investor; Investment Intent. The Purchaser is an accredited investor as that term is defined in Rule 501 of Regulation D, and is acquiring the Shares solely for its own account for investment purposes as a principal and not with a present view to the public resale or distribution of all or any part thereof, except pursuant to sales that are exempt from the registration requirements of the Securities Act or sales registered under the Securities Act; provided, however that in making such representation, the Purchaser does not agree to hold the Shares for any minimum or specific term and reserves the right to sell, transfer or otherwise dispose of the Shares at any time in accordance with the provisions of this Agreement and with Federal and state securities laws applicable to such sale, transfer or disposition.
