Investment Purpose; Experience Sample Clauses

Investment Purpose; Experience. Seller is acquiring the Issued Stock solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof, and Seller has no present arrangement (whether or not legally binding) to sell at any time any Issued Stock to or through any Person or entity. Seller is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities Act of 1933, as amended, ("Regulation D")) and an Accredited Investor (as defined in Rule 501 of Regulation D). Seller is experienced in the evaluation of businesses similar to the businesses of AmTec, and has such knowledge and experience in financial, business and other relevant matters as to be competent and fully capable of examining on its own all the merits, risks and other aspects of receiving the Issued Stock as contemplated by this Agreement and to make an informed decision with respect thereto. Seller acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with its own legal counsel and tax advisors.
Sample 1
AutoNDA by SimpleDocs
Investment Purpose; Experience. The Purchaser is acquiring ------------------------------ the Purchased Shares for investment for his own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution of the Purchased Shares. Purchaser understands that the Purchased Shares have not been registered under the Securities Act or qualified pursuant to the California Corporations Code by reason of specific exemptions therefrom which depend upon, among other things, the bona fide nature of and the accuracy of Purchaser's representations as expressed in this Agreement. The Purchaser is experienced in evaluating and investing in companies such as DMX-UK and DMX-NV and has the financial resources to bear the economic risks associated with his investment and with the Guaranty.
Sample 1
Investment Purpose; Experience. The Buyer is buying the Units ------------------------------ and the Warrant for investment only and not with a view to resale in connection with any distribution of the Units or any other units in the Company. The Buyer will not sell or otherwise dispose of the Units or the Warrant (or any underlying units) except in compliance with the Securities Act and all other applicable federal and state securities laws. The Buyer has sufficient knowledge and experience in investing and financial matters so as to be able to evaluate the risks of its investment in the Company. The Buyer is able to bear the risks thereof, including a complete loss of its investment in the Units and the Warrant.
Sample 1
Investment Purpose; Experience. DMX is acquiring the ------------------------------ Purchased Shares for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution of the Purchased Shares. DMX understands that the Purchased Shares have not been registered under the Securities Act or qualified pursuant to the California Corporations Code by reason of specific exemptions therefrom which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of DMX's representations as expressed in this Agreement. DMX is experienced in evaluating and investing in companies such as Xtra and has the financial resources to bear the economic risks associated with its investment and with the Guaranty.
Sample 1
Investment Purpose; Experience. As of the date hereof, the Investor is purchasing the Secured Note for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act. The Investor and its representatives have a history of investing in private placements of equity and convertible debt securities.
Sample 1

Related to Investment Purpose; Experience

  • Investment Purposes The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 under the Securities Act.

  • Investment Purpose As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable (i) on account of interest on the Note, (ii) as a result of the events described in Sections 1.3 and 1.4(g) of the Note or (iii) in payment of the Standard Liquidated Damages Amount (as defined in Section 2(f) below) pursuant to this Agreement, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

  • Investment Experience Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons.

  • Allocations for Capital Account Purposes For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership’s items of income, gain, loss and deduction (computed in accordance with Section 5.5(b)) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below.

  • 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.

  • 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.

  • Qualifying Special Purpose Entity Notwithstanding any contrary provision of this Agreement, the Trust Fund shall not hold any property or engage in any activity that would disqualify the Trust Fund from being a qualifying special purpose entity under generally accepted accounting principles.

  • Acquisition for Investment The Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for the its own account for the purpose of investment and not with a view to or for sale in connection with a distribution to anyone. 投资目的。购买人是符合规则S下定义的“非美国主体”，购买此合同下的股票仅出于其个人的投资目的，不是为了向其他人分销。

  • Investment Article 126.

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

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!