Common use of Experience, Financial Capability and Suitability Clause in Contracts

Experience, Financial Capability and Suitability. (a) Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act of 1933, as amended (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 capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. (b) Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment in the Shares.

Appears in 23 contracts

Samples: Securities Subscription Agreement (PowerUp Acquisition Corp.), Securities Subscription Agreement (LAVA Medtech Acquisition Corp.), Securities Subscription Agreement (Papaya Growth Opportunity Corp. I)

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Experience, Financial Capability and Suitability. (a) The Subscriber is: is (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) ), and therefore cannot be sold resold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. (b) . The Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: to (ix) an effective registration statement under the Securities Act or (iiy) an exemption from registration available with respect to such sale. The Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of the Subscriber’s investment in the Shares.

Appears in 16 contracts

Samples: Securities Subscription Agreement (Andretti Acquisition Corp.), Securities Subscription Agreement (KnightSwan Acquisition Corp), Securities Subscription Agreement (KnightSwan Acquisiton Corp)

Experience, Financial Capability and Suitability. (a) The Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) ), and therefore cannot be sold unless subsequently such transaction is registered under the Securities Act or an exemption from such registration is available. The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. (b) . The Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (ix) an effective registration statement under the Securities Act or (iiy) an exemption from registration available with respect to such sale. The Subscriber is able to bear the economic risks of an investment in the Shares and to can afford a complete loss of the Subscriber’s investment in the Shares.

Appears in 9 contracts

Samples: Securities Subscription Agreement (Bullpen Parlay Acquisition Co), Securities Subscription Agreement (Blue Ocean Acquisition Corp), Securities Subscription Agreement (Games & Esports Experience Acquisition Corp.)

Experience, Financial Capability and Suitability. (a) The Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) ), and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. (b) . The Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. The Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of the Subscriber’s investment in the Shares.

Appears in 6 contracts

Samples: Securities Subscription Agreement (Mars Acquisition Corp.), Securities Subscription Agreement (TLGY Acquisition Corp), Securities Subscription Agreement (Direct Selling Acquisition Corp.)

Experience, Financial Capability and Suitability. (a) The Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) ), and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. (b) . The Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. The Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of the Subscriber’s investment in the Shares.

Appears in 5 contracts

Samples: Securities Subscription Agreement (BrightSpark Capitol Corp.), Securities Subscription Agreement (Capitol Investment Corp. VI), Securities Subscription Agreement (Capitol Investment Corp. VI)

Experience, Financial Capability and Suitability. (a) The Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. (b) . The Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. The Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of the Subscriber’s investment in the Shares.

Appears in 4 contracts

Samples: Securities Subscription Agreement (dMY Squared Technology Group, Inc.), Securities Subscription Agreement (Sculptor Acquisition Corp I), Securities Subscription Agreement (dMY Technology Group, Inc. VI)

Experience, Financial Capability and Suitability. (aA) Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act of 1933, as amended (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 capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. (bB) Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment in the Shares.

Appears in 3 contracts

Samples: Securities Subscription Agreement (Achari Ventures Holdings Corp. I), Securities Subscription Agreement (Achari Ventures Holdings Corp. I), Securities Subscription Agreement (Achari Ventures Holdings Corp. I)

Experience, Financial Capability and Suitability. (a) The Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because given that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) ), and therefore cannot be sold resold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. (b) . The Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (ix) an effective registration statement under the Securities Act or (iiy) an exemption from registration available with respect to such sale. The Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of the Subscriber’s investment in the Shares.

Appears in 3 contracts

Samples: Securities Subscription Agreement (Lazard Fintech Acquisition Corp. I), Securities Subscription Agreement (Lazard Healthcare Acquisition Corp. I), Securities Subscription Agreement (Lazard Growth Acquisition Corp. I)

Experience, Financial Capability and Suitability. (a) The Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares Securities and (ii) able to bear the economic risk of its investment in the Shares Securities for an indefinite period of time because the Shares Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) ), and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. (b) . The Subscriber must bear the economic risk of this investment until the Shares Securities are sold pursuant to: (ix) an effective registration statement under the Securities Act or (iiy) an exemption from registration available with respect to such sale. The Subscriber is able to bear the economic risks of an investment in the Shares Securities and to afford a complete loss of the Subscriber’s investment in the SharesSecurities.

Appears in 3 contracts

Samples: Securities Subscription Agreement (Heartland Media Acquisition Corp.), Securities Subscription Agreement (Insight Acquisition Corp. /DE), Securities Subscription Agreement (Lerer Hippeau Acquisition Corp.)

Experience, Financial Capability and Suitability. (a) Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares Securities and (ii) able to bear the economic risk of its investment in the Shares Securities for an indefinite period of time because the Shares Securities have not been registered under the Securities Act of 1933, as amended (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 capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. (b) . Subscriber must bear the economic risk of this investment until the Shares Securities are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Shares Securities and to afford a complete loss of Subscriber’s investment in the SharesSecurities.

Appears in 2 contracts

Samples: Forward Purchase Contract (Meten EdtechX Education Group Ltd.), Forward Purchase Contract (EdtechX Holdings Acquisition Corp.)

Experience, Financial Capability and Suitability. (a) Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the United States of America Securities Act of 1933, as amended (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 capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. (b) . Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment in the Shares.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Aura Fat Projects Acquisition Corp), Securities Subscription Agreement (Aura Fat Projects Acquisition Corp)

Experience, Financial Capability and Suitability. (a) Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Note and the Shares and (ii) able to bear the economic risk of its investment in the Note and the Shares for an indefinite period of time because the neither the Note nor the Shares have not been registered under the Securities Act of 1933, as amended (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 capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. (b) . Subscriber must bear the economic risk of this investment until the Note and the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Note and the Shares and to afford a complete loss of Subscriber’s investment in the Note and the Shares.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Fat Projects Acquisition Corp), Securities Subscription Agreement (Fat Projects Acquisition Corp)

Experience, Financial Capability and Suitability. (a) Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber has substantial experience in evaluating and investing in transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. (b) . Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment in the Shares.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Chart Acquisition Corp.), Securities Subscription Agreement (SCG Financial Acquisition Corp.)

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Experience, Financial Capability and Suitability. (a) The Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act of 1933, as amended (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 capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. (b) . The Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. The Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of the Subscriber’s investment in the Shares.

Appears in 1 contract

Samples: Securities Subscription Agreement (Medicus Sciences Acquisition Corp.)

Experience, Financial Capability and Suitability. (a) Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares Securities, and (ii) able to bear the economic risk of its investment in the Shares Securities for an indefinite period of time because the Shares Securities have not been registered under the Securities Act of 1933, as amended (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 capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. (b) . Subscriber must bear the economic risk of this investment until the Shares (or the Shares underlying the Warrants) are sold pursuant to: (i) an effective registration statement under the Securities Act Act, or (ii) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Shares Securities and to afford a complete loss of Subscriber’s investment in the SharesSecurities.

Appears in 1 contract

Samples: Securities Subscription Agreement (Signal Hill Acquisition Corp.)

Experience, Financial Capability and Suitability. (a) The Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Series B Shares and (ii) able to bear the economic risk of its his investment in the Series B Shares for an indefinite period of time because the Series B Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) ), and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. (b) . The Subscriber must bear the economic risk of this investment until the Series B Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. The Subscriber is able to bear the economic risks of an investment in the Series B Shares and to afford a complete loss of the Subscriber’s investment in the Series B Shares.

Appears in 1 contract

Samples: Securities Subscription Agreement (QDM International Inc.)

Experience, Financial Capability and Suitability. (a) The Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”) ), and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. (b) . The Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. The Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of the Subscriber’s investment in the Shares.

Appears in 1 contract

Samples: Securities Subscription Agreement (MELI Kaszek Pioneer Corp)

Experience, Financial Capability and Suitability. (a) The Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares Securities and (ii) able to bear the economic risk of its investment in the Shares Securities for an indefinite period of time because the Shares Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. (b) . The Subscriber must bear the economic risk of this investment until the Shares Securities are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. The Subscriber is able to bear the economic risks of an investment in the Shares Securities and to afford a complete loss of the Subscriber’s investment in the SharesSecurities.

Appears in 1 contract

Samples: Forward Purchase Contract (Meten EdtechX Education Group Ltd.)

Experience, Financial Capability and Suitability. (a) Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares Shares; and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) ), and therefore the Shares cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. (b) Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act Act; or (ii) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment in the Shares.

Appears in 1 contract

Samples: Securities Subscription Agreement (Western Acquisition Ventures Corp.)

Experience, Financial Capability and Suitability. (a) Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Class B Ordinary Shares and (ii) able to bear the economic risk of its investment in the Class B Ordinary Shares for an indefinite period of time because the Class B Ordinary Shares have not been registered under the Securities Act of 1933, (as amended (the “Securities Act”defined below) and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. (b) . Subscriber must bear the economic risk of this investment until the Class B Ordinary Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Class B Ordinary Shares and to afford a complete loss of Subscriber’s investment in the Class B Ordinary Shares.

Appears in 1 contract

Samples: Securities Subscription Agreement (Rocket Global Acquistion Corp.)

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