You represent Clause Samples
You represent. (1) The Shares to be received by you hereunder will be acquired for your own account, not as nominee or agent, for investment purposes and not with a view to, or for offer or sale in connection with directly or indirectly, any distribution in violation of the Securities Act of 1933, as amended, or any other applicable securities law ("Securities Act").
(2) You are not a registered broker dealer or engaged in the business of being a broker dealer.
(3) You acknowledge (i) that you can bear the economic risk and complete loss of your investment in the Shares and have such knowledge and experience in financial or business matters that you are capable of evaluating the merits and risks of the investment contemplated hereby, and (ii) that there may be material adverse nonpublic information regarding the ADS that could affect the value of the Shares.
(4) You are an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act.
You represent undertake and warrant the following:
(a) any Tender that you make is made on your own behalf and at your own risk and not on behalf of any other person;
(b) you shall not share, circulate, distribute or disseminate any information, document or material relating to any Campaign or the Issuer, or any other information, document or material which you obtain from your access of the Platform, to any other person, or otherwise publicize or advertise any Campaign in an illegal manner, whether in Thailand or elsewhere;
(c) you are not making a Tender and/or subscribing for Securities with a view to offering such Securities for sale to any other persons, unless the subsequent offer resulting in the subsequent sale is made in accordance with any Applicable Law. You shall comply with any resale restrictions imposed under Applicable Laws and/or by the Issuer or us from time to time;
(d) in the event that you do not or cease to meet the eligibility criteria, you shall immediately notify us and cease to access the Platform (including viewing any Campaign or submitting any Tender); and
(e) all information that you provide or submit to us, including any additional confirmations or declarations which we require from you before submitting a Tender and at any time during the transaction or communication between you and us, is true, accurate and complete and not misleading in any material particular;
You represent if you are acquiring the Notes for your own account with funds from or attributable to your general account, and in reliance upon the Company's representations set forth in Section 5.12 and the related disclosures set forth in Schedule 5.12, that the amount of the reserves and liabilities for the general account contracts (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the "NAIC Annual Statement")) held by or on behalf of any Plan together with the amount of the reserves and liabilities for the general account contracts held by or on behalf of any other Plans maintained by the same employer (or affiliate thereof, as such term is defined in section V of DOL Prohibited Transaction Exemption 95-60 (60 FR 35925, July 12, 1995)) or by the same employee organization (as defined in ERISA) in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with the state of domicile of the insurance company; for purposes of the percentage limitation in this clause (a), the amount of reserves and liabilities for the general account contracts held by or on behalf of a Plan shall be determined before reduction for credits on account of any reinsurance ceded on a coinsurance basis; or if any part of the funds being used by you to purchase the Notes shall come from assets of an employee benefit plan (as defined in section 3 of ERISA) or a plan (as defined in section 4975(e)(1) of the Code), that: if such funds are attributable to a "separate account" (as defined in section 3 of ERISA), then all requirements for an exemption under DOL Prohibited Transaction Exemption 90-1 (issued January 29, 1990) are met with respect to the use of such funds to purchase the Notes, or the employee benefit plans with an interest in such separate account have been identified in a writing delivered by you to the Company; if such funds are attributable to a "separate account" (as defined in section 3 of ERISA) that is maintained solely in connection with fixed contracted obligations of an insurance company, any amounts payable, or credited, to any employee benefit plan having an interest in such account and to any participant or beneficiary of such plan (including an annuitant) are not affected in any manner by the investment performance of the separate account; if such fun...
