REPRESENTATIONS AND COVENANTS OF THE INVESTOR. (A) The Investor has received a copy of the current PPM relating to the offer for sale by the Trust of the Shares of each relevant Portfolio and has had an opportunity to request the current SAI, and has reviewed the PPM carefully prior to executing this Subscription Agreement. The Investor acknowledges that the Investor had the opportunity to ask questions of, and receive answers from, representatives of the Trust concerning terms and conditions of the offering and to obtain any additional information necessary to verify the accuracy of the information contained in the PPM or the SAI.
REPRESENTATIONS AND COVENANTS OF THE INVESTOR. (A) The Subscriber will not sell or otherwise transfer the Convertible Security without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that it must bear the economic risk of its investment for an indefinite period of time because, among other reasons, the Convertible Security has not been registered under the Securities Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless it is subsequently registered under the Securities Act and under applicable securities laws of such states or an exemption from such registration is available. The undersigned understands that the Company is under no obligation to register the Convertible Security on its behalf or to assist it in complying with any exemption from such registration under the Securities Act.
REPRESENTATIONS AND COVENANTS OF THE INVESTOR. The Investor understands that the Shares are being sold in reliance upon the exemption from registration provided in Section 4(2) of the Securities Act of 1933, as amended (the Board of Directors “Securities Act”) and Regulation D thereunder for transactions involving limited offers and sales, and the Investor makes the following representations, declarations and warranties:
REPRESENTATIONS AND COVENANTS OF THE INVESTOR. The Investor hereby represents and warrants to, and agrees with, the General Partner and the Partnership that the following statements are true as of the date hereof and will be true and correct as of the Closing Date:
REPRESENTATIONS AND COVENANTS OF THE INVESTOR. (A) The Investor has received a copy of the current PPM relating to the offer for sale by the Trust of the Shares of each relevant Portfolio and has had an opportunity to request the current SAI, and has reviewed the PPM carefully prior to executing this Subscription Agreement. The Investor has also received a copy of Parts 2A and 2B of the most recent Form ADV of Allianz Global Investors U.S. LLC (the “Investment Manager”) and has reviewed such documents carefully prior to executing this Subscription Agreement. The Investor acknowledges that the Investor had the opportunity to ask questions of, and receive answers from, representatives of the Trust concerning terms and conditions of the offering and to obtain any additional information necessary to verify the accuracy of the information contained in the PPM or the SAI.
REPRESENTATIONS AND COVENANTS OF THE INVESTOR. 2.1 The Investor is acquiring the Interest for its own account, for investing purposes only and not with an intent to resell or distribute the Interest (or any distributions received from the Fund in whole or in part), and the Investor agrees that it will not sell or otherwise transfer the Interest without registration under the Securities Act or an exemption therefrom, and compliance with the Limited Liability Company Agreement. The Investor understands and agrees that it must bear the economic risk of its investment for an indefinite period of time. The Investor understands that no federal or state agency has passed upon or made any recommendation or endorsement of an Interest in the Fund. The Investor understands the Interest can only be transferred with the prior written authorization of the Fund, which may be withheld in Fund’s sole and absolute discretion. The Investor understands that the Fund may cause a compulsory repurchase of all or any portion of the Investor’s Interest in accordance with the Limited Liability Company Agreement.
REPRESENTATIONS AND COVENANTS OF THE INVESTOR. (A) The Investor will not sell or otherwise transfer the Interests without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that it must bear the economic risk of its investment for a substantial period of time (subject to limited liquidity provisions provided for in the Fund Agreement) because, among other reasons, the Interests have not been registered under the Securities Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of such states or an exemption from such registration is available. The Investor understands that the Fund is under no obligation to register the Interests on its behalf or to assist it in complying with any exemption from such registration under the Securities Act. The Investor also understands that sales or transfers of the Interests are further restricted by the provisions of the Fund Agreement. The Investor further understands that the Fund is registered as an investment company under the Company Act as a closed-end, non-diversified management investment company, and, as such, the Fund must comply with the requirements of the Company Act.
REPRESENTATIONS AND COVENANTS OF THE INVESTOR. A. The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor, have been duly authorized and will not constitute or result in a breach of or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency or with any agreement or other undertaking to which the Investor is a party or by which the Investor is bound, and, if the Investor is not an individual, will not violate any provisions of such entity’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same, or, if the Investor is not an individual, the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable in accordance with its terms.
REPRESENTATIONS AND COVENANTS OF THE INVESTOR. (A) The Investor acknowledges that the Shares being offered hereunder have not been registered under the Securities Act, are being sold to the Investor in a transaction which is exempt from the registration requirements of the Securities Act and agrees that it will not offer or sell the Shares in the United States to, or for the account or benefit of, U.S. Persons except in accordance with Regulation S under the Securities Act, pursuant to registration under the Securities Act or pursuant to an available exemption from the registration requirements under the Securities Act. The Investor understands that the Company is relying, in part, upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares. The Investor acknowledges that the Company will not register any transfer of the Shares acquired hereunder, unless such transfer is made in accordance with Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from the registration requirements under the Securities Act. The undersigned understands that the Company is under no obligation to register the Securities on its behalf or to assist it in complying with any exemption from such registration under the Securities Act. It also understands that sales or transfers of the Securities are further restricted by the state securities laws. It further understands that, as amended, the Company is a U.S. “reporting issuer”( although not current in its filings ) and is not registered as an investment company under the U.S. Investment Company Act of 1940, as amended in reliance upon an exemption from such registration. As a result of this Offering or the receipt or application of the proceeds of the Offering we will not be required to register under the 1940 Act.
REPRESENTATIONS AND COVENANTS OF THE INVESTOR. The Purchaser shall not resell Warrant Shares, unless such resale is pursuant to an effective registration statement under the Act or pursuant to an applicable exemption from such registration requirements.
