Evaluation and Ability to Bear Risks Sample Clauses

Evaluation and Ability to Bear Risks. The Subscriber’s decision to invest in the Company was made by the Subscriber as person(s) who (a) are independent of the Company, the Adviser and the Placement Agents and their respective affiliates, (b) are authorized to make such investment decisions, and (c) have relied on their own tax, legal and financial advisers with regard to all matters relating to the Subscriber’s investment in the Company (including federal, state and local tax matters) and not on any advice or recommendation of the Company, the Adviser or the Placement Agent or any of their respective affiliates, notwithstanding anything in Section 9.3 to the contrary. The Subscriber’s prior investment experience and its general knowledge about the management, proposed operations and prospects of the Company enable the Subscriber, together with the Subscriber’s advisers, to make an informed decision with respect to the merits and risks of an investment in the Company. The Subscriber is able to bear the economic risk of its acquisition of Shares, including a complete loss of its investment in the Company. The Subscriber acknowledges and agrees that (i) it is not a client of the Adviser with respect to its investment in the Company, (ii) the Adviser provides services solely to the Company, in the case of (ii) including any reporting or consultation with investors thereof (except as may be described in the Offering Document).
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Evaluation and Ability to Bear Risks. The Subscriber’s decision to invest in the Company was made by the Subscriber as person(s) who (a) are authorized to make such investment decisions, and (b) have relied on its or their own tax, legal and financial advisers with regard to all matters relating to the Subscriber’s investment in the Company (including federal, state, and local tax matters and tax matters relating to non-United States jurisdictions) and not on any advice or recommendation of the Company, Advisor, Administrator or any of its Affiliates, notwithstanding anything in Section 4.3 to the contrary. The Subscriber’s prior investment experience with other investment opportunities and its general knowledge about the management, proposed operations and prospects of the Company enable the Subscriber, together with the Subscriber’s advisers, to make an informed decision with respect to the merits and risks of an investment in the Company. After all necessary advice and analysis, the Subscriber has evaluated the risks of investing in the Shares and has determined that the Shares are a suitable investment for the Subscriber. The Subscriber has adequate means for providing for its current needs and personal or other contingencies and has no need for liquidity with regards to its investment in the Shares, and is able to bear the economic risk of its acquisition of the Shares, including a complete loss of its investment in the Company. The Subscriber understands that the Company does not now know what the capital to be contributed to the Company will be invested in or the total amount of capital the Company will have available to invest, and that the Company and Advisor will have complete control over the investments made by the Company. The Subscriber has not reproduced, duplicated or delivered the Offering Documents to any other person, except professional advisors to the Subscriber or as permitted in writing by the Company.
Evaluation and Ability to Bear Risks. Such Purchaser has such knowledge and experience in financial and business affairs that such Purchaser is capable of evaluating the merits and risks of purchasing, and other considerations relating to, the Purchased Shares to be purchased by such Purchaser pursuant to this Agreement, and such Purchaser has not relied in connection with such Purchaser’s purchase of the Purchased Shares upon any representations, warranties or agreements other than those set forth in this Agreement. Such Purchaser’s financial situation is such that such Purchaser can afford to bear the economic risk of holding the Purchased Shares it is acquiring for an indefinite period of time, and such Purchaser can afford to suffer the complete loss of the Purchased Shares. Such Purchaser is an “accredited investor” as such term is defined in rule 501 of Regulation D promulgated under the Securities Act of 1933 (the “1933 Act”).
Evaluation and Ability to Bear Risks. Such Purchaser has such knowledge and experience in financial and business affairs that such Purchaser is capable of evaluating the merits and risks of purchasing, and other considerations relating to, the Purchased Shares to be purchased by such Purchaser pursuant to this Agreement, and such Purchaser has not relied in connection with such Purchaser’s purchase of the Purchased Shares upon any representations, warranties or agreements other than those set forth in this Agreement. Such Purchaser’s financial situation is such that such Purchaser can afford to bear the economic risk of holding the Purchased Shares it is acquiring for an indefinite period of time, and such Purchaser can afford to suffer the complete loss of the Purchased Shares. Such Purchaser is an “accredited investor” as such term is defined in rule 501 of Regulation D promulgated under the Securities Act.

Related to Evaluation and Ability to Bear Risks

  • Ability to Bear Risk The Purchaser represents and warrants that (i) the financial situation of the Purchaser is such that the Purchaser can afford to bear the economic risk of holding the Shares for an indefinite period and (ii) the Purchaser can afford to suffer the complete loss of the Purchaser's investment in the Shares.

  • Evaluation of Risks The Investor has such knowledge and experience in financial tax and business matters as to be capable of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Company and of protecting its interests in connection with this transaction. It recognizes that its investment in the Company involves a high degree of risk.

  • Ability to Bear Economic Risk Each Purchaser acknowledges that investment in the Securities involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.

  • Access to Information; Independent Investigation Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.

  • 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.

  • Additional Information and Where to Find It In connection with the proposed acquisition, Hxxxxxx will commence a tender offer for the outstanding shares of Zynerba. The tender offer has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerba, nor is it a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Harmony and Purchaser will file tender offer materials on Schedule TO, and Zynerba will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Zynerba at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at wxx.xxx.xxx. In addition, these materials will be available at no charge on the Enhanced SEC Filings section of the Investor Relations page of Zxxxxxx’s website at wxx.xxxxxxx.xxx and by directing a request to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | wxx.xxxxxxx.xxx

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