CERTAIN INVESTMENT CONSIDERATIONS Sample Clauses

CERTAIN INVESTMENT CONSIDERATIONS. Sellers acknowledge that the shares of Common Stock to be issued to the Sellers have not been registered with the Securities and Exchange Commission or with the securities regulatory authority of any state, and that the Purchaser has no obligation to file a registration statement or otherwise to register or qualify any offer for sale or transfer of such shares. Sellers are acquiring the shares of Common Stock for the Sellers’ own account and not for the account of any other person and not with a view to distribution, assignment or resale of such shares. Sellers understand and acknowledge that the certificates representing the shares of Common Stock to be issued to the Sellers will be subject to restrictions on transfer under the applicable federal and state securities laws, and will bear a legend substantially to the following effect: “The shares represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of Florida or any other state. The shares may not be sold, transferred, pledged, hypothecated, or otherwise disposed of, or offered for sale or other disposition, in the absence of an effective registration statement under the Securities Act of 1933 and under the securities laws of Florida and any other applicable state or an opinion of counsel reasonably satisfactory to [Company] that such registration is not required.”
Sample 1Sample 2
AutoNDA by SimpleDocs
CERTAIN INVESTMENT CONSIDERATIONS. RISK FACTORS Investing in ONGX Tokens, issued by OGInvest Limited, a British Virgin Islands company (the “Company”) involves a high degree of risk. You should carefully consider the risks we describe below, along with all of the other information published on our site, including the section entitled “Cautionary Note Regarding Forward-Looking Statements”, before deciding to purchase ONGX Tokens. The risks and uncertainties described below are those significant risk factors, currently known and specific to us, that we believe are relevant to an investment in ONGX Tokens. If any of these risks materialize, our business, results of operations or financial condition could suffer, the price of ONGX Tokens could decline substantially and you could lose part or all of your investment. Additional risks and uncertainties not currently known to us or that we now deem immaterial may also harm us and adversely affect your investment in ONGX Tokens. You may lose all monies that you spend purchasing ONGX Tokens. If you are uncertain as to our business and operations or you are not prepared to lose all monies that you spend purchasing ONGX Tokens, we strongly urge you not to purchase any ONGX Tokens. We recommend you consult legal, financial, tax and other professional advisors or experts for further guidance before participating in the offering of our ONGX Token as further detailed in this offering document. Further, we recommend you consult independent legal advice in respect of the legality of your participation in the ONGX Token sale. In order to participate in this offering, a purchaser must provide the Company with a digital wallet address to receive ONGX Tokens. We do not recommend that you purchase ONGX Tokens unless you have prior experience with cryptographic tokens, blockchain-based software and distributed ledger technology and unless you have received independent professional advice.
Sample 1
CERTAIN INVESTMENT CONSIDERATIONS. Purchase of the Notes may involve substantial risks and is suitable only for investors who have the knowledge and experience in financial and business matters necessary to enable them to evaluate the risks and the merits of an investment in the Notes. Prior to making an investment decision, Noteholders should consider carefully, in light of their own financial circumstances and investment objectives, all the information set forth in the documentation for the Notes and in this document, particularly the considerations set forth below. Noteholders should make such inquiries and consult with their own legal, regulatory, tax, business, investment, financial and accounting advisers as Noteholders deem necessary without relying on the Issuer or the Dealer. Note not insured, guaranteed or secured The Notes will not be insured by the Federal Deposit Insurance Corporation or any other governmental agency. The Notes are an obligation of JPMorgan Chase & Co. and will not be guaranteed or otherwise supported by any other member of X.X. Xxxxxx Xxxxx & Co. group. The obligations of the Issuer under the Note are not, and will not be, secured. Consequently, if Noteholders invest in the Note, they will be an unsecured creditor and will have no recourse against any other member of the X.X. Xxxxxx Xxxxx & Co. group in the event of partial or total loss of Noteholders’ investment due to the failure to perform under the Note. Payment at Maturity subject to Issuer default risk and decline in Final Index Level from Initial Index Level The Payment at Maturity as described herein will be subject to JPMorgan Chase & Co. default risk. If the Final Index Level is below the Protection Level, the Payment at Maturity could be exposed to the 90% of the decline in the Underlying Index (from its Initial Index Level) as specified in the Payment at Maturity section above. This will be true even if the value of the Underlying Index was higher than the Protection Level at some time during the life of the Notes but later falls below the Protection Level. Therefore, the Principal Amount is not protected at maturity and the investor may lose up to 90% of the initial investment.
Sample 1
CERTAIN INVESTMENT CONSIDERATIONS. Purchase of the Notes may involve substantial risks and is suitable only for investors who have the knowledge and experience in financial and business matters necessary to enable them to evaluate the risks and the merits of an investment in the Notes. Prior to making an investment decision, Noteholders should consider carefully, in light of their own financial circumstances and investment objectives, all the information set forth in the documentation for the Notes and in this document, particularly the considerations set forth below. Noteholders should make such inquiries and consult with their own legal, regulatory, tax, business, investment, financial and accounting advisers as Noteholders deem necessary without relying on the Issuer or the Dealer. Note not insured, guaranteed or secured The Notes will not be insured by the Federal Deposit Insurance Corporation or any other governmental agency. The Notes are an obligation of JPMorgan Chase & Co. and will not be guaranteed or otherwise supported by any other member of X.X. Xxxxxx Xxxxx & Co. group. The obligations of the Issuer under the Note are not, and will not be, secured. Consequently, if Noteholders invest in the Note, they will be an unsecured creditor and will have no recourse against any other member of the X.X. Xxxxxx Xxxxx & Co. group in the event of partial or total loss of Noteholders’ investment due to the failure to perform under the Note. Payment at Maturity subject to Issuer default risk The Payment at Maturity as described herein will be subject to JPMorgan Chase & Co. default risk.
Sample 1
CERTAIN INVESTMENT CONSIDERATIONS. (a) Purchasers acknowledge that the Shares proposed to be sold to Purchasers hereunder have not been registered with the SEC or with the securities regulatory authority of any state, and that TIB has no obligation to file a registration statement or otherwise to register or qualify any offer for sale or transfer of such Shares, other than as set forth in the Registration Rights Agreement. Purchasers further acknowledge that neither the SEC nor any such state regulatory authority has passed upon the accuracy or adequacy of the information provided to Purchasers by TIB in connection with the Share Purchase, nor has the SEC or any state regulatory authority made any recommendation or endorsement regarding the merits of any investment in the Shares.
Sample 1
CERTAIN INVESTMENT CONSIDERATIONS. In addition to the other information reviewed by the Investor in connection with the Investor's evaluation of an investment in the Shares and in addition to the other investment considerations set forth in this Investment Agreement, the Investor understands and has carefully considered each of the following investment considerations prior to the Investor's investment in the Investor Shares:
Sample 1

Related to CERTAIN INVESTMENT CONSIDERATIONS

  • Acquisition Consideration As consideration for the sale of the Company Membership Interests of the Sellers to Buyer, Buyer shall immediately issue and deliver to Sellers that number of shares (rounded upward to the nearest whole share) of Buyer’s voting common stock, par value $0.001 per share (the “Buyer Common Stock”) as set forth in Schedule 2.02. The issuance and delivery of the Acquisition Shares is intended to be exempt from the registration requirements of the Securities Act pursuant to 4(2) thereof and Rule 506 of Regulation D promulgated thereunder; and exempt from the registration or qualification requirements of any applicable state securities laws. As a result, the Acquisition Shares may not be offered, sold, or transferred by the holder thereof until either a registration statement under the Securities Act or applicable state securities laws shall have become effective with regard thereto, or an exemption under the Securities Act and applicable state securities laws is available with respect to any proposed offer, sale or transfer.

  • Exchange Consideration On or promptly after an Exchange Date, provided the Partnership Unitholder has satisfied its obligations under Section 2.1(b)(i), the Company shall cause the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable Exchange, or, if the Company has so elected, shall deliver or cause to be delivered to such Partnership Unitholder (or its designee), the Cash Settlement. Notwithstanding the foregoing, the Company shall have the right but not the obligation (in lieu of the Partnership) to have the Company acquire Exchangeable Units directly from an exchanging Partnership Unitholder in exchange for shares of Class A Common Stock or, at the option of the Company, the Cash Settlement. If an exchanging Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Unitholder is entitled to receive from the Company pursuant to this Section 2.1(c), the Partnership Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership or the Company will, pursuant to the Exchange Notice submitted by the Partnership Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Unitholder in the Exchange Notice. Upon any Exchange, the Partnership or the Company, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.

  • Sole Consideration Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement.

  • Transaction Consideration The Transaction Consideration;

  • Equity Consideration OREXIGEN shall issue to DUKE eight hundred eighty five thousand, two hundred and forty-nine (885,249) shares of OREXIGEN common stock as represent, on a FULLY DILUTED BASIS, an amount not less than [***] percent ([***]%) of OREXIGEN’s common stock outstanding at the time of execution of this AGREEMENT (hereinafter referred to as “DUKE STOCK”). OREXIGEN shall issue DUKE STOCK directly to DUKE in the name of “Duke University” and shall deliver the DUKE STOCK to DUKE within thirty (30) days of the EFFECTIVE DATE. It is understood and agreed that [***] shall promptly reimburse [***] for any out-of-pocket costs (not to exceed [***] dollars ($[***]) incurred by [***] in effecting such transfer of DUKE STOCK to DUKE. It is further understood and agreed that, notwithstanding anything to the contrary in this AGREEMENT, such DUKE STOCK is non-refundable. It is understood and acknowledged that DUKE shall be treated as a founder of OREXIGEN and that the DUKE STOCK will be subject to the terms and conditions provided for in OREXIGEN’s Certificate of Incorporation and Bylaws, which are attached as APPENDIX B, and also subject to the Right of First Refusal and Co-Sale Agreement by and among OREXIGEN, DUKE, and other THIRD PARTY signatories thereto, the form of which is attached as APPENDIX F (the “RIGHT OF FIRST REFUSAL AGREEMENT”), and will be marketable by DUKE under the same conditions and subject to the same limitations as are the restricted shares of common stock of OREXIGEN held by any founder or equivalent. Subject to the prior sentence, as well as restrictions on transfer set forth in the Right of First Refusal Agreement and the Securities Act of 1933, as amended, OREXIGEN will permit and promptly effect any request from DUKE to transfer any of the DUKE STOCK to any persons as DUKE will direct, and OREXIGEN, DUKE and such persons will execute such documents and instruments as are reasonably necessary to effect such transfer. In connection with the issuance of the DUKE STOCK, DUKE shall execute a Common Stock Purchase Agreement for the DUKE STOCK, in the form attached as APPENDIX E and the Right of First Refusal Agreement in the form attached as APPENDIX F. In the event that the Right of First Refusal Agreement is amended without the consent of Duke, Duke shall retain all rights set forth in Section 1 thereof regarding rights of first refusal as if such agreement had not been so amended. In addition, DUKE shall have the rights of a “Majority Holder” as set forth in Sections 2.1 and 2.2 of the Investors’ Rights Agreement by and among OREXIGEN and other THIRD PARTY signatories thereto, the form of which is attached as APPENDIX G (the “INVESTORS’ RIGHTS AGREEMENT”), so long as DUKE meets the definition of a “Major Holder” under the INVESTORS’ RIGHTS AGREEMENT and there has been no termination of the covenants of OREXIGEN pursuant to Section 2.3 thereunder. DUKE shall not be made a party to the INVESTORS’ RIGHTS AGREEMENT, but shall be conferred the benefits of a Majority Holder under Sections 2.1 and 2.2 of the INVESTORS’ RIGHTS AGREEMENT by the independent provisions of this Section 3.01(a).

  • Additional Considerations For each mediation or arbitration:

  • Tax Considerations The Company has advised Recipient to seek Recipient’s own tax and financial advice with regard to the federal and state tax considerations resulting from Recipient’s receipt of the Award and Recipient’s receipt of the Shares upon Settlement of the vested portion of the Award. Recipient understands that the Company, to the extent required by law, will report to appropriate taxing authorities the payment to Recipient of compensation income upon the Settlement of RSUs under the Award and Recipient shall be solely responsible for the payment of all federal and state taxes resulting from such Settlement.

  • Stock Consideration 3 subsidiary...................................................................53

  • After-Acquired Shares All of the provisions of this Agreement shall apply to all of the shares of capital stock of Company now owned or which may be issued to or acquired by a Stockholder in consequence of any additional issuance (including, without limitation, by exercise of an option or any warrant), purchase, exchange, conversion or reclassification of stock, corporate reorganization, or any other form of recapitalization, consolidation, merger, stock split or stock dividend, or which are acquired by a Stockholder in any other manner.

Time is Money Join Law Insider Premium to draft better contracts faster.