Investor Awareness. The Investor acknowledges, represents, agrees and is aware that:
Investor Awareness. The undersigned acknowledges that:
Investor Awareness. The undersigned acknowledges, represents, agrees and is aware that (a) no federal or state agency has passed upon the Shares to be sold pursuant to the Offering or made any findings or determination as to the fairness of this investment and (b) the representations, warranties, agreements and acknowledgments the undersigned makes herein are made with the intent that they be relied upon by the Company. In addition, the undersigned undertakes to notify the Company promptly of any change in any representation, warranty or other information set forth in or delivered pursuant to this Subscription Agreement.
Investor Awareness. The Subscriber acknowledges that the Subscriber is aware and understands that:
Investor Awareness. The Purchaser acknowledges, agrees and is aware that: (i) no federal or state agency has passed upon the Shares or the Common Stock or made any finding or determination as to the fairness of this investment nor any recommendation or endorsement of the investment;
Investor Awareness. Shareholder acknowledges, agrees and is aware that: (i) no federal, state or any foreign agency has made any finding or determination as to the fairness of an investment in the CWII Shares; (ii) there are substantial restrictions on the transferability of the CWII Shares; (iii) the CWII Shares have not been registered under the Securities Act or under the securities laws of any other jurisdiction; (iv) an offer or sale of any of the CWII Shares by Shareholder in the absence of registration under the Securities Act will require the availability of an exemption thereunder; and (v) a restrictive legend shall be placed on the certificates representing the CWII Shares and in the appropriate records of Purchaser indicating that the CWII Shares are subject to restrictions on transfer.
Investor Awareness. The Investor is aware, understands and acknowledges that (a) the Company has a very limited financial and operating history, (b) such Investor’s investment in the Shares involves a substantial degree of risk of loss of the entire investment and there is no assurance of any income from such investment, (c) an investment in the Shares may potentially be subject to special tax rules under the Code (that may impose certain additional tax risks and costs), including, without limitation, the rules applicable to (i) controlled foreign corporations as provided in Code sections 951 through 964 and 1248 and (ii) passive foreign investment companies as provided in Code sections 1291 through 1298 and there can be no assurances that the U.S. federal tax consequences of an investment in the Shares to an Investor or its affiliates or the U.S. federal tax treatment to the Company or it subsidiaries will be favorable, or that such consequences will be as described in communications with the Investor, (d) any non- U.S. or U.S., federal, state and/or local income tax benefits that may be available to such Investor may be lost through the adoption of new laws or regulations or changes to existing laws and regulations, (e) because there are substantial restrictions on the transferability of the Shares, it may not be possible for such Investor to sell, transfer, assign, pledge, hypothecate or otherwise liquidate the Shares, (f) No Bermuda or United States federal or state or any other regulatory agency has passed upon the accuracy, validity or completeness of this Agreement or the Bye- laws, or made any finding or determination as to the fairness of an investment in the Shares, (g) generally, as provided in the Bye-laws and the Shareholders Agreement, an Investor shall hold the Shares subject to, and shall have the voting rights as specified in, the Bye-laws and the Shareholders Agreement as in effect from time to time and (h) the Bye-laws contain a voting cut- back provision which generally limits the voting power of certain persons so that no U.S. Person other than The Xxxxxxx Xxxxx Group, Inc. or a GS Transferee (as defined in the Bye-laws) can be considered a 9.5% U.S. Shareholder (as defined in the Bye-Laws). The Investor understands that no public market now exists for the Shares or the Conversion Shares and that a public market for such securities may never exist.
Investor Awareness. Subscriber agrees and is aware that:
Investor Awareness. The Investor acknowledges his complete understanding of the following facts:
Investor Awareness. The undersigned acknowledges his complete understanding of the following facts:
