Accredited or Sophisticated Investor. Such Stockholder is (a) an “accredited investor” within the meaning of Rule 501 under the Securities Act (as established pursuant to such Stockholder’s original subscription for Company Shares and confirmed as of the date hereof by such Stockholder’s execution of this Agreement) or, (b) alone or together with such Stockholder’s purchaser representative, a sophisticated investor that fully understands the transactions contemplated by this Agreement, and has such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of the acquisition of Parent Common Stock hereby. If such stockholder is not an accredited investor, such Stockholder, a reasonable time prior to executing this Agreement, has been provided with, and has had a opportunity to review and ask questions with respect to, a substantially complete draft, with exhibits thereto, of the “jumbo” Current Report on Form 8-K, that Parent intends to file with respect to the transactions contemplated hereby, as well as the 2008 Form 10-K and Parent’s Quarterly Report on Form 10-Q for the three months ended March 31, 2009, as well as that certain “Supplemental Information Memorandum” dated May 10, 2009.
Accredited or Sophisticated Investor. Each of the Existing Purchasers hereby represents that he, she or it is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Helios hereby represents that Helios (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Securities; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Securities involves substantial risk.
Accredited or Sophisticated Investor. The Subscriber represents and warrants that he, she or it is (i) an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, as indicated by its responses to the Questionnaire, and that it is able to bear the economic risk of any investment in the B Preferred or (ii) either alone, or in conjunction with his advisor, named below, has experience in financial matters to bear the understand the risks of this investment, that the investment being made hereby represents less than 10% of his total assets, and that the Subscriber is able to bear the economic risk of this investment in the B Preferred. The Subscriber further represents and warrants that the information furnished in the Questionnaire is accurate and complete in all material respects.
Accredited or Sophisticated Investor. The Stockholder is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) or is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the New Shares.
Accredited or Sophisticated Investor. Each Shareholder whose residence address (as shown on Schedule 1.3) is in the United States is acquiring Buyer Stock in a transaction that does not require registration under the 1933 Act. Each Shareholder, regardless of residence, (i) is an "Accredited Investor" as defined in Regulation D under the 1933 Act, or (ii) alone, or together with Shareholder's Representative(s) (as defined below), has the ability to evaluate the merits and risks of an investment in the Buyer Stock based upon Shareholder's knowledge and experience in financial and business matters. 3.33
Accredited or Sophisticated Investor. E2S is acquiring Buyer Stock in a transaction that does not require registration under the 1933 Act. Each Member of E2S (i) is an "Accredited Investor" as defined in Regulation D under the 1933 Act, and in the attached Schedule 4.12, or (ii) alone or, together with Member's Representative(s) (as defined in Section 4.13), has the ability to evaluate the merits and risks of an investment in the Buyer Stock based upon Member's knowledge and experience in financial and business matters.
