Experience; Accredited Investor Status. The Holder (i) is an accredited investor as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, (ii) is capable of evaluating the merits and risks of its investment in the Company, (iii) has the capacity to protect its own interests, and (iv) has the financial ability to bear the economic risk of its investment in the Company.
Experience; Accredited Investor Status. Each Purchaser, individually and not jointly, represents and warrants to, and covenants with, the Company that: (i) he is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, (ii) he is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and understood all information he deems relevant in making an informed decision to purchase the Shares; (iii) he acknowledges that the offering of the Shares pursuant to this Agreement has not been reviewed by the Securities and Exchange Commission or any state regulatory authority; (iv) it is acquiring the Shares set forth next to his name on Exhibit A hereto, for his own account for investment only and with no intention of effecting a distribution any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (v) he will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the “Securities Act”), rules and regulations promulgated under the Securities Act and any applicable state securities or blue sky laws; (vi) he understands that the securities are “restricted securities” as such term is defined in Rule 144(a)(3) promulgated under the Securities Act, and that the Shares are illiquid in that they may not readily be resold and that the Company has no obligation or plan to register the resale of the Shares by the Purchaser under the Securities Act; (vii) he has, in connection with his decision to purchase Shares, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein; (viii) he has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to his full satisfaction.
Experience; Accredited Investor Status. Buyer is an accredited investor as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act and, by virtue of its experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, Buyer is Table of Contents capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests, and has the financial ability to bear the economic risk of its investment in the Company.
Experience; Accredited Investor Status. The undersigned Holder (i) is an accredited investor as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, (ii) is capable of evaluating the merits and risks of its investment in the Company, (iii) has the capacity to protect its own interests and (iv) has the financial ability to bear the economic risk of its investment in the Company.
Experience; Accredited Investor Status. (a) The Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
Experience; Accredited Investor Status. (a) Such Purchaser is experienced in evaluating and investing in development stage companies such as the Company. Such Purchaser has such knowledge and experience in financing and business matters that such Purchaser is capable of evaluating the merits and risks of an investment in the Shares and of making an informed decision, and has the capacity to protect such Purchaser's own interest in connection with the transactions contemplated herein.
Experience; Accredited Investor Status. The Purchaser acknowledges that the Shares have not been registered under the Securities Act and any rules or regulations promulgated thereunder or any securities laws and regulations of any state of the United States or other domestic or foreign jurisdiction (collectively, the “Securities Laws”); they are being offered and sold pursuant to an exemption from registration under the Securities Act based in part upon the Purchaser’s representations and warranties contained in this Agreement, including, without limitation, the following: (i) Purchaser has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of an investment in the Company; (ii) Purchaser acknowledges that it must bear the economic risk of this investment indefinitely unless the Shares are registered under the Securities Act or an exemption from registration is available; (iii) Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act; and (iv) Purchaser has had access to such information concerning the Company as it has considered necessary in connection with its investment decision to acquire the Shares. The Purchaser acknowledges that it has had an opportunity to discuss with, ask questions of and receive answers from representatives of the Company regarding the Company’s business, management and financial affairs and the terms and conditions of its investment in the Company and to obtain any additional information that the Company possesses or can acquire without unreasonable effort or expense necessary to verify the accuracy of the information furnished in accordance herewith to the extent Purchaser has deemed necessary to enable it to make an informed investment decision to acquire the Shares. The Purchaser further acknowledges that: (w) Purchaser has received, via XXXXX, the SEC Documents filed at least five days prior to the date hereof and, in addition, any subsequently filed SEC Documents that are listed on Exhibit A-1, and has reviewed and considered such SEC Documents and the information (including all financial information) relating to the Company contained therein; and (x) it has made its own investigation of the Company, the Company’s business, management and financial affairs, and the terms and conditions of Purchaser’s investment in the Company. The Purchaser has consulted it...
Experience; Accredited Investor Status. With respect to each Signing Stockholder who is an Accredited Signing Stockholder, such Signing Stockholder has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of its acquisition of the Merger Shares, including the Issuable Contingent Stock, if any, and has the capacity to protect its own interests. Such Accredited Signing Stockholder confirms that Parent has given such Accredited Signing Stockholder the opportunity to ask questions of the officers and management employees of Parent, and to acquire information about the business and financial condition of Parent, and to access the materials made available in the data room located online. Such Accredited Signing Stockholder acknowledges that such discussions, as well as any written information provided by Parent, were intended to describe the aspects of Parent’s business and prospects which Parent believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Agreement, Parent makes no representation and warranty with respect to the completeness of such information. Some of such information may include forward-looking information, such as projections as to the future performance and financial results of Parent, which forward-looking information, including projections, may not be realized, are based on assumptions which may not prove to be correct and are subject to numerous factions beyond Parent’s control. Such Accredited Signing Stockholder is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. Such Accredited Signing Stockholder has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of acquiring the Merger Shares, including the Issuable Contingent Stock, if any.
Experience; Accredited Investor Status. Buyer (a) is an accredited investor as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act and, by virtue of its experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, (b) is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests, (c) has the financial ability to bear the economic risk of its investment in the Company and (d) is not purchasing the Shares, the Warrant or any Warrant Shares as a result of any advertisement, article, notice or other communication regarding the Shares, the Warrant or any Warrant Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or other general solicitation or general advertisement.
Experience; Accredited Investor Status. It (a) is an accredited investor as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act and, by virtue of its experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, (b) is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests, and (c) has the financial ability to bear the economic risk of its investment in the Company.
