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. (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. 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. 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. (a) Xxxx Atlantic is an “accredited investor” as defined in Rule 501(a) under the Securities Act, and it is acquiring the Senior Preferred Stock hereunder for its own account for investment purposes only and not with a view to, or with any present intention of, resale, distribution or other disposition thereof except as is otherwise provided in this Agreement. Xxxx Atlantic understands that it must bear the economic risk of an investment in the Senior Preferred Stock for an indefinite period of time because, among other reasons, the offering and sale of the Senior Preferred Stock, Class A-2 Units and Preferred Units have not been registered under the Securities Act and, therefore, cannot be sold unless such securities are subsequently registered under the Securities Act or an exemption from such registration is available.
Status and Investment Intent. (i) Experience. Such Series B 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 transactions contained hereof. Such Series B Investor is capable of bearing the economic risks of such investment, including a complete loss of its investment.
Status and Investment Intent. The Sellers were not offered the Purchaser Shares in the United States. None of the Sellers is a U.S. person or acquiring the Consideration Shares for the account or benefit of any “U.S. person”. The sale and purchase of the Consideration Shares, including the execution of this Agreement was, or is being, or will be, as the case may be, executed, outside of the United States, and the sale and purchase of the Consideration Shares is not part of a plan or scheme to evade the registration requirements of the Securities Act. For purposes of this Section 3.18, “United States” and “U.S. person” have the meanings ascribed thereto in Regulation S promulgated under Securities Act. Each Seller is acquiring the Consideration Shares for his or its own account for investment purposes only and not with the view to, or with any intention of, resale, distribution or other disposition thereof. None of the Sellers have any direct or indirect arrangement, or understanding with any other Persons to distribute, or regarding the distribution of, such Seller’s Consideration Shares in violation of the Securities Act or other applicable Laws. Each Seller acknowledges that all offers and sales of the Consideration Shares before the end of the “distribution compliance period” (as such term is defined in Regulation S promulgated under the Securities Act) be made only in accordance with Regulation S promulgated under the Securities Act, pursuant to registration of the securities under the Securities Act or pursuant to an exemption therefrom. Each Seller is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. Each Seller represents that it is not a “bad actor” within the meaning of Rule 506(d) promulgated under the Securities Act. Each Seller acknowledges that he is able to fend for himself, can bear economic risk of his investment in the Consideration Shares and has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of his investment in the Consideration Shares. Each Seller understands that the certificate evidencing the Consideration Shares will bear a legend or other restriction substantially to the following effect: “THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NO SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES MAY BE MADE UNLESS EITHER (A) PURSUANT TO AN EFFECTIVE R...
