Status of Shareholder. The Shareholder is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, an excerpt of which is included in the attached Annex I, and such Shareholder is not acquiring the Issuable Securities or Underlying Shares as a result of any advertisement, article, notice or other communication regarding the Issuable Securities and Underlying Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
Status of Shareholder. Such Seller is not a “U.S. Person” as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not formed (if an entity) by a “U.S. Person” as defined by United States jurisdiction, and was not formed (if an entity) for the purpose of investing in securities not registered under the Securities Act. Such Seller is not acquiring the Buyer Ordinary Shares for the benefit of a “U.S. Person” as defined by Rule 902 of Regulation S. Such Seller is outside the United States. Such Seller acknowledges, agrees and covenants that it will not engage in hedging transactions with regard to Buyer Ordinary Shares prior to the expiration of the distribution compliance period specified in Rule 903 of Regulation S promulgated under the Securities Act, unless in compliance with the Securities Act. Absent another exemption from registration, such Seller will not resell Buyer Ordinary Shares to “U.S. Persons” or within the United States, unless pursuant to registration of such Buyer Ordinary Shares under the Securities Act.
Status of Shareholder. Each of the Top Favour Shareholders hereby makes the representations and warranties in either paragraph (a) or (b) of this Section 3.4, as indicated on the Signature Page of Top Favour Shareholders which is attached and part of this Agreement:
Status of Shareholder. In respect of its Shares, Shareholder shall receive the same rights and privileges, and shall be subject to the same conditions and limitations, in each case as if Shareholder were Spectrum for purposes of the Shareholder Agreement.
Status of Shareholder. Neither you nor any person or persons to whom your rights and privileges under this option may pass shall be, or have any of the rights or privileges of, a shareholder of the Company with respect to any of the shares issuable upon the exercise of this option unless and until this option has been exercised.
Status of Shareholder. Each of the PSI Shareholders hereby makes the representations and warranties in either paragraph (a) or (b) of this Section 3.4, as indicated on the signature page of such shareholder forming a part of this Agreement:
Status of Shareholder. The Shareholder hereby makes the representations and warranties in this Section 3.4:
Status of Shareholder. The SHAREHOLDER is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the 1933 Act.
Status of Shareholder. (a) Such Shareholder is knowledgeable in making investments and is able to bear the economic risk of loss of its investment in WWC. Except as provided on SCHEDULE 4.3 attached hereto, such Shareholder is an "accredited investor", as that term is defined in Rule 501(a) of Regulation D under the Securities Act. Such Shareholder is acting on its own behalf in connection with the investigation and examination of WWC and its decision to execute this Agreement and all related documents, instruments and agreements. Such Shareholder is receiving shares of WWC Series B Preferred Stock in the Merger for its own account, and not with a view of distribution. Such Shareholder acknowledges that the WWC Series B Preferred Stock will be unregistered and may not be sold or transferred in the absence of registration under the Securities Act and applicable state securities laws, unless an exemption exists therefore, and WWC has no obligation to effect such a registration.
Status of Shareholder. Smith shall not be deemed to be a shareholder of Giant Industxxxx for any purpose with respect to the Pledged Stock unless, and then only to the extent that, this Option shall have been exercised and the Option Price paid in the manner provided herein, or as otherwise provided under the Stock Pledge Agreement. No adjustment will be made for dividends or other rights where the record date is prior to the date of exercise and payment.
