Certain Risk Factors. The Shareholder understands the -------------------- speculative nature of and risks involved in the proposed investment in the Corporation, and all matters relating to the structure and the operations of the Corporation have been discussed and explained to Shareholder's satisfaction, including but not limited to the structure and ramifications of the Senior Subordinated Notes due 2006 of the Corporation in the principal amount of $175 million (the "Senior Notes") pursuant to and as more fully described in the Corporation's Offering Memorandum (the "Offering Memorandum"), dated November 20, 1996, as well as the Corporation's Registration Statement on Form S-4 (File No. 333-20397) filed with the Securities and Exchange Commission (the "Registration Statement"), copies of which have been previously provided to the Shareholder, as well as all matters with respect to the "Senior Bank Facilities" described therein. The Shareholder also acknowledges receipt of the Company's Annual Report on Form 10-K for the year ended December 31, 1997. The Shareholder specifically acknowledges his or her understanding that:
(i) the presence of substantial amounts of debt creates significant risks, including that (A) although equity investments in highly leveraged companies such as the Corporation offer the opportunity for significant capital appreciation, such investments involve the highest degree of risks and can result in the loss of the Shareholder's entire investment, (B) other general business risks, including the effects of a recession, may have a more pronounced effect, (C) senior lending institutions and the holders of the Senior Notes may have rights to participate in certain decisions relating to the management of the Corporation, and (D) for the Corporation's debt to be repaid and for the Shareholder's equity investment in the Stock to have any value, the Corporation must achieve significant continued growth in financial performance in excess of its historical financial results;
(ii) the Purchase Price for the Stock may not be indicative of the fair market value of such Stock;
(iii) because the Stock is non-voting, the Shareholder will have no control over or influence in the management of the Corporation (other than by virtue of the Shareholder's position with the Corporation), and that the purchase of the Stock does not entitle the Shareholder to continued employment by the Corporation;
(iv) the terms of the Senior Notes, the Corporation's Senior Bank Facilities,...
Certain Risk Factors. Purchaser has been informed about and fully understands that there are risks associated with an investment in the Company, including those disclosed in documents incorporated herein by reference.
Certain Risk Factors. The securities being offered hereby are speculative and subject to a high degree of risk of loss of the investment. Persons who cannot afford to lose their investment should not purchase the securities offered hereby. Prospective investors should consider carefully, among other factors described herein, the following matters: HISTORY OF OPERATING LOSSES; ACCUMULATED DEFICIT; DEFICIENCY IN STOCKHOLDERS' EQUITY; DEFICIT IN WORKING CAPITAL; AUDITOR'S QUALIFICATION; PROPOSED JOINT VENTURE The Company commenced operations in September 1987, was required to seek the protection of Chapter 11 of the U.S. Bankruptcy Act in 1992, and has not operated on a profitable basis. Net losses before extraordinary items were $1,121,000 and $372,000 for the fiscal years ended June 30, 1996 and 1995, respectively, and $604,000 for the nine months ended March 31, 1997. At March 31, 1997, the Company had an accumulated deficit from operations since its inception of $3,331,000 and a $701,000 deficiency in its stockholders' equity. Excluding the effect of commitment and continent liabilities, if any, total liabilities at March 31, 1997 were $946,000 and there were also redeemable Series A preferred stock outstanding of $136,000 which require mandatory redemption from future net income, if any. At March 31, 1997, the Company had limited cash resources of $26,000 and a deficiency in working capital of $386,000; included in current liabilities, however, is a contingent liability of $169,000 due the Company's former President under a settlement agreement that is required to be paid only from 5% of proceeds realized from subsequent financings by the Company. There can be no assurance that the Company will obtain additional financing. THE REPORT OF XXXXXXXX XXXX XXXX & XXXXXXX, PC, ON THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDED JUNE 30, 1996 CONTAINS A PARAGRAPH EXPRESSING SUBSTANTIAL DOUBT CONCERNING THE ABILITY OF THE COMPANY TO CONTINUE AS A GOING CONCERN. Management's plan to address these matters has been to dispose of its software media duplication and distribution business and close all operations in Colorado. The Company, now headquartered in Santa Ana, California, is focusing its available resources and personnel on the development of a quartz glass business and sale of quartz glass products. Initial sales have been obtained, with manufacturing temporarily being contracted to third parties. The Company has negotiated a joint venture agreement to acquire a m...
Certain Risk Factors. The Shareholder understands the speculative nature of and risks involved in the proposed investment in the Company, and all matters relating to the structure and the operations of the Company and its Subsidiaries have been discussed and explained to Shareholder's satisfaction, including but not limited to:
(A) the senior loans provided to the Company pursuant to the Fleet Credit Facility; and
(B) the Senior Subordinated Notes. The Shareholder specifically acknowledges the Shareholder's understanding that:
Certain Risk Factors. In addition to the risk disclosures set forth in the Subscription Agreement and in the offering materials, as supplemented from time to time (“Offering Materials”), available to the undersigned on the Tallgrass Pictures LLC (“Company”) offering profile at xxxxx://xxx.xxxxxxxx.xxx, each purchaser of Units in the Company (referred to herein as "Investor" or “you,” or collectively as "Investors") is urged to carefully consider the risk factors discussed below and to consult its own advisors with respect to the offering of Units by Company (the "Offering") prior to making an investment. The rights and obligations of the Members of the Company are set forth in the Operating Agreement of Tallgrass Pictures LLC (“Operating Agreement’). A copy of the Operating Agreement is included as Appendix C of the Offering Materials. Investors are encouraged to review the Operating Agreement and the other Offering Materials before making an investment. Any capitalized terms not defined herein shall have the meanings set forth in the Operating Agreement. In addition to their own investigation and examination of the Company, the Manager, the Offering Materials, the market and other risks, Investors in the Company should consider, among other things, the following (with the understanding that the inclusion of specific special considerations and risk factors in this Subscription Agreement should not be construed to imply that each area of potential risk has been described in complete detail, or that there are no other special considerations or risk factors that apply to an investment in the Company). The Company's current business of owning and operating XXXXX artisanal bakeries and the marketing, licensing and sale of products and services using the IZOLA's trade name will be referred to below as "XXXXX." The Company's current business, the development and operation of XXXXX artisanal bakeries, is in the early stages of its development on which to base an evaluation of its business and prospects. Investors in the Company should understand that the market for IZOLA's products and services has not been tested beyond IZOLA's initial retail location and many variables, both anticipated and unanticipated, may affect the success of XXXXX. No assurance can be given as to the ultimate success of XXXXX, as to its ability to generate revenues or as to how soon, if ever, the purchasers of Units may receive a return on their investment. XXXXX currently has a limited sales history. Without r...
Certain Risk Factors. Purchaser has been informed about and fully understands that there are risks associated with an investment in the Company. Such risks may include, but not necessarily be limited to, the risk factors set forth in the Company's Annual Report for the year ended December 31, 2005 (the "Annual Report"). By signing below, the Purchaser acknowledges that he or she has read and understands the Risk Factor section of the Annual Report, and recognizes and acknowledges that an investment in the Company includes certain risks, not limited to those listed.
Certain Risk Factors. Wolverine Partners Corp. d/b/a Gage Cannabis Co. (together with its direct and indirect controlled affiliates and related parties through services contracts and other affiliate relationship, collectively, the “Corporation”) operates in a new industry which is highly regulated, highly competitive and evolving rapidly. As such, new risks may emerge, and management may not be able to predict all such risks or be able to predict how such risks may result in actual results differing from the results contained in any forward-looking statements. The Corporation’s businesses incur ongoing costs and obligations related to regulatory compliance. Failure to comply with regulations may result in additional costs for corrective measures, penalties or in restrictions of operations. In addition, changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of the Corporation and, therefore, on the Corporation’s prospective returns. Further, the Corporation may be subject to a variety of claims and lawsuits. Adverse outcomes in some or all of these claims may result in significant monetary damages or injunctive relief that could adversely affect our ability to conduct our business. The litigation and other claims are subject to inherent uncertainties and management’s view of these matters may change in the future. A material adverse impact on our financial statements also could occur for the period in which the effect of an unfavorable final outcome becomes probable and reasonably estimable. The industry is subject to extensive controls and regulations, which may significantly affect the financial condition of market participants. The marketability of any product may be affected by numerous factors that are beyond the control of the Corporation and which cannot be predicted, such as changes to government regulations, including those relating to taxes and other government levies which may be imposed. Changes in government levies, including taxes, could reduce the Corporation’s earnings and could make future capital investments or the Corporation’s operations uneconomic. The industry is also subject to numerous legal challenges, which may significantly affect the financial condition of market participants and which cannot be reliably ...
Certain Risk Factors. The Subscriber acknowledges that there are significant risks relating to the acquisition of the Shares including, without limitation, as a result of the matters described in the SEC Reports and the risks relating to the operation of DCAP and its related entities.
Certain Risk Factors. Purchaser has been informed about and fully understands that there are risks associated with an investment in the Company. By signing below, the Purchaser acknowledges that he or she has reviewed the public filings of the Company made with the U.S. Securities and Exchange Commission and discussed such risks relating to an investment in the Company, and further recognizes and acknowledges that an investment in the Securities includes a significant risk that the Purchaser’s entire investment may be lost.
Certain Risk Factors. Employee has reviewed, or has had an opportunity to review, copies of the Registration Statement and the "Risk Factors" set forth therein. Employee has also reviewed, or has had an opportunity to review, such other documents and information requested by Employee to Employee's satisfaction. Employee understands the speculative nature of and risks involved in the proposed investment in the Company, and all matters relating to the structure and the operations of the Company have been discussed and explained to Employee's satisfaction, including the risks described in the Registration Statement.
