Investor Representation. (i) It is either (A) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (B) an accredited investor as defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act, (C) a non‑U.S. person under Regulation S under the Securities Act, or (D) the foreign equivalent of (A) or (B) above, and (ii) any securities of the Company acquired by the Backstopper under this Agreement will have been acquired for investment and not with a view to distribution or resale in violation of the Securities Act.
Investor Representation. Such Investor is purchasing the Purchased Securities for its own account, solely for the purpose of investment and not with a view to distribution thereof. Such Investor has no present agreement, undertaking, arrangement, obligation or commitment providing for the disposition of the Purchased Securities. Such Investor understands and acknowledges that the Purchased Securities it is purchasing are characterized as “restricted securities” under the federal securities Laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering. Such Investor has been advised and understands and acknowledges that the Purchased Securities have not been registered under the Securities Act or under the “blue sky” Laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act (or if eligible, pursuant to the provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act).
Investor Representation. (i) It is either (A) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (B) an institutional accredited investor as defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act, (C) a non-U.S. person under Regulation S under the Securities Act, or (D) the foreign equivalent of (A) or (B) above, and (ii) any securities of the Company acquired by the applicable Preferred Backstop Investor in connection with this Agreement will have been acquired for investment and not with a view to distribution or resale in violation of the Securities Act.
Investor Representation. The Investor hereby represents and warrants that it has the corporate power and authority to execute, deliver and perform this Agreement and the Transaction Documents and the transactions contemplated herein. The execution, delivery and performance by Investor of the Transaction Documents have been duly authorized and approved by its board of directors.
Investor Representation. Holdings is an institutional "accredited investor," as that term is defined in one of Sections (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act, which forms a part of Regulation D thereunder, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risk of an investment in the OmniSky Consideration Shares and the Warrant. Holdings will acquire the OmniSky Consideration Shares and the Warrant solely for its own account for investment purposes only and not with a view to, or for, the resale, distribution, subdivision or fractionalization thereof, or for the account, in whole or in part, of others, in violation of any securities laws.
Investor Representation. The Investor represents that the payments to be made by the Fund to an eligible recipient will be exclusively for the payment of benefits due from the Fund as in effect on the Effective Date of this Agreement or as amended by the Investor with prior advance notice to MassMutual. The Investor agrees that it will promptly notify MassMutual of the occurrence of any event that would cause this representation to be untrue or inaccurate in any material respect and further agrees that it will be a breach of this Agreement if the Investor fails to provide prompt notice.
Investor Representation. IEP will acquire the Contribution Stock for its own account, for investment purposes only and not with a view toward, or for sale in connection with, any distribution thereof, nor with any present intention of distributions or selling the Contribution Stock in violation of the federal securities Laws or any applicable foreign or state securities Laws, and understands that the Contribution Stock will be sold without registration under the federal and applicable state securities Laws in reliance upon such representation. IEP will not offer to sell or otherwise dispose of the Contribution Stock acquired by it hereunder in violation of any of the registration requirements of the Securities Act or any comparable state Laws.
Investor Representation. It is (i) a qualified institutional buyer as defined in Rule 144A of the Securities Act and (ii) an institutional accredited investor as defined in Rule 501(a)(1), (2), (3), (7), or (8) under the Securities Act.
Investor Representation. Such Investor understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Investor is acquiring the Securities hereunder in the ordinary course of its business. Such Investor does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.
Investor Representation. The Investor hereby represents to the Company and agrees that (i) no additional consideration is being paid beyond cancellation and surrender of the Original Securities, and the Investor has not been asked to part with anything of value, in each case in connection with the Offering, (ii) to the best of Investor’s knowledge, the Company has not paid any commission or remuneration for the solicitation of the exchange, and (iii) consistent with the Original Securities, the Exchange Securities are, and any shares of Preferred Stock issued upon exercise thereof, or Company common stock, par value $0.001 per share (the “Common Stock”) issued upon conversion thereof, will constitute “restricted securities” under the Securities Act and that, as such,, they may not be resold, pledged or otherwise transferred without registration under the Securities Act or an exemption therefrom.
