Economic Risk; Sophistication; Accredited Investors Sample Clauses

Economic Risk; Sophistication; Accredited Investors. The Share Consideration is being acquired by Seller solely for the Seller’s own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of them in connection with a distribution. The Seller is able to bear the economic risk of an investment in the Share Consideration and can afford to sustain a total loss of such investment. The Seller has such knowledge and experience in financial and business matters such that the Seller is capable of evaluating the merits and risks of the Share Consideration and therefore has the capacity to protect the Seller’s own interests in connection with the Seller’s acquisition of the Share Consideration pursuant hereto. The Seller is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933. The Seller or its representative have had an adequate opportunity to ask questions and receive answers from the officers of the Buyer concerning, among other matters, Viking, its management, their plans for the operation of their businesses and potential additional acquisitions. The Seller acknowledges that the Seller and its representative have obtained copies of Viking’s most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”), each of Viking’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with or furnished to the SEC subsequent to the most recent Annual Report on Form 10-K, and represents that the Seller has had an adequate opportunity to carefully review such materials and any other information concerning Viking that the Seller deems necessary or appropriate to evaluate the merits and risks of the proposed Share Consideration. The Seller acknowledges that the Share Consideration being acquired by the Seller were not offered to the Seller by means of publicly disseminated advertisements or sales literature. The investigations and inquiries made by or on behalf of the Buyer and the information, materials and documents supplied to the Buyer its representatives in connection with their review of the Acquired Companies and the Plant shall not (and were not intended to) limit or affect the representations and warranties of the Seller or relieve it from any of their respective obligations and liabilities in respect thereof.
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Economic Risk; Sophistication; Accredited Investors. (a) The Principal Shareholder covenants, warrants, and represents to Tyler that he: (i) is able to bear the economic risk of an investment in the Restricted Shares and can afford to sustain a total loss of such investment; (ii) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the proposed investment and therefore has the capacity to protect his own interests in connection with the acquisition of the Restricted Shares pursuant hereto; (iii) is an “accredited investor,” as that term is defined in Regulation D under the Securities Act; and (iv) has (by himself or together with his Representatives) had an adequate opportunity to ask questions and receive answers from the officers of Tyler concerning, among other matters, Tyler, its management, and its plans for the operation of its business. (b) Each Shareholder receiving Restricted Shares as set forth on Schedule 3.2(b) shall be required, in the Investment Representation Letter and as a condition precedent to being issued any Restricted Shares, to covenant, warrant, and represent to Tyler that it: (i) is able to bear the economic risk of an investment in the Restricted Shares and can afford to sustain a total loss of such investment; (ii) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment and therefore has the capacity to protect its own interests in connection with the acquisition of the Restricted Shares pursuant hereto; (iii) is an “accredited investor,” as that term is defined in Regulation D under the Securities Act; and (iv) has (by itself or together with its Representatives) had an adequate opportunity to ask questions and receive answers from the officers of Tyler concerning, among other matters, Tyler, its management, and its plans for the operation of its business. (c) Each Shareholder receiving Restricted Shares as set forth on Schedule 3.2(b) shall be required, as a condition precedent to being issued any Restricted Shares, to complete and return to Tyler, not later than ten Business Days prior to the Closing Date, an investor suitability questionnaire, in form and substance reasonably satisfactory to Tyler and the Principal Shareholder (each, an “Investor Suitability Questionnaire”), and such Shareholder’s status as an “accredited investor” shall be subject to verification by Tyler based upon the review of the completed Inve...
Sample 1
Economic Risk; Sophistication; Accredited Investors. Each Stockholder is able to bear the economic risk of an investment in the Restricted Shares and can afford to sustain a total loss of such investment. Each Stockholder has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the proposed investment and therefore has the capacity to protect his or her own interests in connection with the acquisition of the Restricted Shares. Each Stockholder represents to Quanta and Newco that he or she is an "accredited investor," as that term is defined in Regulation D under the 1933 Act. Each Stockholder or his or her representatives have had an adequate opportunity to ask questions and receive answers from the officers of Quanta and Newco concerning, among other matters, Quanta, its management, its plans for the operation of its business and potential additional acquisitions.
Sample 1
Economic Risk; Sophistication; Accredited Investors. Each Principal Stockholder is able to bear the economic risk of an investment in the Restricted Shares and can afford to sustain a total loss of such investment. Each Principal Stockholder has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the proposed investment and therefore has the capacity to protect his own interests in connection with the acquisition of the Restricted Shares pursuant hereto. Each Principal Stockholder represents to Parent that it is an “accredited investor,” as that term is defined in Regulation D under the Securities Act. Each Principal Stockholder or his representatives have had an adequate opportunity to ask questions and receive answers from the officers of Parent concerning, among other matters, Parent, its management, its plans for the operation of its business and potential additional acquisitions. Each Principal Stockholder acknowledges that Quanta has previously delivered to it/him or its/his representatives copies of Quanta’s 2008 Annual Report on Form 10-K as filed with the SEC on March 2, 2009, Quanta’s first quarter 2009 Quarterly Report on Form 10-Q as filed with the SEC on May 8, 2009 and Quanta’s second quarter 2009 Quarterly Report on Form 10-Q as filed with the SEC on August 10, 2009 and represents that it/he has had an adequate opportunity to carefully review such materials and any other information concerning Quanta that it/he deems necessary or appropriate to evaluate the merits and risks of the proposed investment in Quanta Common Stock contemplated herein.
Sample 1
Economic Risk; Sophistication; Accredited Investors. Each Stockholder is able to bear the economic risk of an investment in the Restricted Shares and can afford to sustain a total loss of such investment. Each Stockholder has such Knowledge and experience in financial and business matters that she or he is capable of evaluating the merits and risks of the proposed investment and therefore has the capacity to protect her or his own interests in connection with the acquisition of the Restricted Shares pursuant hereto. Each Stockholder or her or his representatives have had an adequate opportunity to ask questions and receive answers from the officers of Quanta concerning, among other matters, Quanta, its management, its plans for the operation of its business and potential additional acquisitions.
Sample 1
Economic Risk; Sophistication; Accredited Investors. Seller and each Sharing Shareholder is able to bear the economic risk of an investment in the Restricted Shares and can afford to sustain a total loss of such investment. Seller and each Selling Shareholder has such knowledge and experience in financial and business matters that he or it is capable of evaluating the merits and risks of the proposed investment and therefore has the capacity to protect his or its own interests in connection with the acquisition of the Restricted Shares pursuant hereto. Seller and each Selling Shareholder represent to the Purchaser that he, she or it is an "accredited investor," as that term is defined in Regulation D under the Securities Act. Seller, each Selling Shareholder or their representatives have had an adequate opportunity to ask questions of, and receive answers from the appropriate officers and representatives of the Purchaser concerning, among other matters, the Purchaser, its management, business, operations and financial condition, its plans for the operation of its business and potential additional acquisitions, and to obtain any additional information requested by the Seller or such Selling Shareholder or their representatives concerning such matters.
Sample 1
Economic Risk; Sophistication; Accredited Investors. Shareholder is able to bear the economic risk of an investment in the Restricted Shares and can afford to sustain a total loss of such investment. Shareholder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment and therefore has the capacity to protect its own interests in connection with the acquisition of the Restricted Shares pursuant hereto. Shareholder represents to Axtive that it is an “accredited investor,” as that term is defined in Regulation D under the Securities Act. Shareholder or its representatives have had an adequate opportunity to ask questions and receive answers from the officers of Axtive concerning, among other matters, Axtive, its management, and its business.
Sample 1
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Economic Risk; Sophistication; Accredited Investors. Each Stockholder is able to bear the economic risk of an investment in the Restricted Shares and can afford to sustain a total loss of such investment. Each Stockholder has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the proposed investment and therefore has the capacity to protect his or her own interests in connection with the acquisition of the Restricted Shares pursuant hereto. Each Stockholder represents to U.S. Concrete and Newco that he or she is an "accredited investor," as that term is defined in Regulation D under the 1933 Act. Each Stockholder or his or her representatives have had an adequate opportunity to ask questions of, and receive answers from the appropriate officers and representatives of U.S. Concrete and Newco concerning, among other matters, U.S. Concrete, its management, business, operations and financial condition, its plans for the operation of its business and potential additional acquisitions, and to obtain any additional information requested by such Stockholder or his or her representatives concerning such matters.
Sample 1

Related to Economic Risk; Sophistication; Accredited Investors

  • ECONOMIC RISK; SOPHISTICATION 19 Section 13. NONDISCLOSURE OF CONFIDENTIAL INFORMATION

  • Sophisticated Investor (i) Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities. (ii) Subscriber is aware that an investment in the Securities is highly speculative and subject to substantial risks because, among other things, the Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber is able to bear the economic risk of its investment in the Securities for an indefinite period of time.

  • Accredited Investors The Optionee is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

  • Accredited Investor Status The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

  • Accredited Investor Status or Investment Limits Subscriber represents that either: (i) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information set forth in response to question (c) on the signature page hereto concerning Subscriber is true and correct; or (ii) The purchase price set out in paragraph (b) of the signature page to this Subscription Agreement, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth. Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

  • Information and Sophistication Without lessening or obviating the representations and warranties of the Company set forth in Section 3, each Purchaser hereby: (i) acknowledges that it has received all the information it has requested from the Company and it considers necessary or appropriate for deciding whether to acquire the Securities, (ii) represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and to obtain any additional information necessary to verify the accuracy of the information given the Purchaser and (iii) further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment.

  • Accredited Investor The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

  • Sophistication The Stockholder acknowledges that he is an informed and sophisticated investor and, together with his advisors, has undertaken such investigation as they have deemed necessary, including the review of the Merger Agreement and this Agreement, to enable the Stockholder to make an informed and intelligent decision with respect to the Merger Agreement and this Agreement and the transactions contemplated thereby and hereby.

  • ACCREDITED INVESTOR QUESTIONNAIRE In order for the Company to offer and sell the Securities in conformance with state and federal securities laws, the following information must be obtained regarding your investor status. Please initial each category applicable to you as a Purchaser of Securities of the Company. (1) A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; (2) A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; (3) An insurance company as defined in Section 2(13) of the Securities Act; (4) An investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; (5) A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; (6) A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; (7) An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (8) A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; (9) An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of $5,000,000; (10) A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of investing in the Company; (11) A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000; (12) A natural person who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with that person’s spouse in excess of $300,000, in each of those years, and has a reasonable expectation of reaching the same income level in the current year; (13) An executive officer or director of the Company; (14) An entity in which all of the equity owners qualify under any of the above subparagraphs. If the undersigned belongs to this investor category only, list the equity owners of the undersigned, and the investor category which each such equity owner satisfies. A. FOR EXECUTION BY AN INDIVIDUAL: B. FOR EXECUTION BY AN ENTITY:

  • Transfers to Non-QIB Institutional Accredited Investors The following provisions shall apply with respect to the registration of any proposed transfer of a Note to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons): (i) The Registrar shall register the transfer of any Note, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the time period referred to in Rule 144(k) under the Securities Act or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit C hereto and (B) if the aggregate principal amount of the Notes being transferred is less than $100,000, an opinion of counsel acceptable to the Company that such transfer is in compliance with the Securities Act. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Notes, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) above and (y) instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the U.S. Global Notes in an amount equal to the principal amount of the beneficial interest in the U.S. Global Notes to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Notes of like tenor and amount.

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