Investment Risk. The Management Investor represents and acknowledges that (i) as a result of the Management Investor’s (A) existing relationship with the Company and by virtue of being an executive of the Company or one of its subsidiaries, and (B) experience in financial matters, the Management Investor is properly able to evaluate the capital structure of the Company, the business of the Company and its subsidiaries and the risks inherent therein; (ii) the Management Investor has been given the opportunity to obtain any additional information or documents from and to ask questions, and receive answers of, the officers and representatives of the Company and its subsidiaries to the extent necessary to evaluate the merits and risks related to an investment in the Company; (iii) the Management Investor has been and will be, to the extent the Management Investor deems necessary, advised by legal counsel of the Management Investor’s choice at Management Investor’s expense in connection with this Agreement and the issuance and sale of the Purchased Shares hereunder, (iv) the purchase or issuance of the Purchased Shares hereunder will be consistent, in both nature and amount, with the Management Investor’s overall investment program and financial condition, and the Management Investor’s financial condition will be such that the Management Investor will be able to bear the economic risk of holding unregistered Common Stock for which there is no market and to suffer a complete loss of the Management Investor’s investment therein and (v) the Management Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) under the Act. The Management Investor further acknowledges that investment in the Purchased Shares hereunder involves significant risks and that these risks include, without limitation, the fact that the Company has a leveraged financial structure.
Appears in 8 contracts
Samples: Management Stockholder Agreement (GateHouse Media, Inc.), Management Stockholder Agreement (GateHouse Media, Inc.), Management Stockholder Agreement (GateHouse Media, Inc.)
Investment Risk. The Management Investor represents and acknowledges that (i) as a result of the Management Investor’s 's (A) existing relationship with the Company and by virtue of being an executive of business enterprises acquired by the Company or one of its subsidiariesCompany, and (B) experience in financial matters, the Management Investor is properly able to evaluate the capital structure of the Company, the business of the Company and its subsidiaries and the risks inherent therein; (ii) the Management Investor has been given the opportunity to obtain any additional information or documents from and to ask questions, and receive answers of, the officers and representatives of the Company and its subsidiaries to the extent necessary to evaluate the merits and risks related to an investment in the Company; (iii) the Management Investor has been and will be, to the extent the Management Investor deems necessary, advised by legal counsel of the Management Investor’s 's choice at Management Investor’s 's expense in connection with this Agreement and the issuance and sale of the Purchased Shares hereunder, Common Stock hereunder and (iv) the purchase or issuance of the Purchased Shares Common Stock hereunder will be consistent, in both nature and amount, with the Management Investor’s 's overall investment program and financial condition, and the Management Investor’s 's financial condition will be such that the Management Investor will be able to bear the economic risk of holding unregistered Common Stock for which there is no market and to suffer a complete loss of the Management Investor’s 's investment therein and (v) the Management Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) under the Acttherein. The Management Investor further acknowledges that investment in the Purchased Shares Common Stock hereunder involves significant risks and that these risks include, without limitation, the fact facts that the Company has is a relatively newly-formed holding company and that the Company will have a leveraged financial structure.
Appears in 5 contracts
Samples: Management Subscription and Stockholders Agreement (Liberty Group Operating Inc), Management Subscription and Stockholders Agreement (Liberty Group Operating Inc), Management Subscription and Stockholders Agreement (Liberty Group Publishing Inc)
Investment Risk. The Management Investor represents and acknowledges that (i) as a result of the Management Investor’s 's (A) existing relationship with the Company and by virtue of being an executive of the Company or one of its subsidiariesOperating, and (B) experience in financial matters, the Management Investor is properly able to evaluate the capital structure of the Company, the business of the Company and its subsidiaries and the risks inherent therein; (ii) the Management Investor has been given the opportunity to obtain any additional information or documents from and to ask questions, and receive answers of, the officers and representatives of the Company and its subsidiaries to the extent necessary to evaluate the merits and risks related to an investment in the Company; (iii) the Management Investor has been and will be, to the extent the Management Investor deems necessary, advised by legal counsel of the Management Investor’s 's choice at Management Investor’s 's expense in connection with this Agreement and the issuance and sale of the Purchased Shares Equity hereunder, (iv) the purchase or issuance of the Purchased Shares Equity hereunder will be consistent, in both nature and amount, with the Management Investor’s 's overall investment program and financial condition, and the Management Investor’s 's financial condition will be such that the Management Investor will be able to bear the economic risk of holding unregistered Common Stock for which there is no market and to suffer a complete loss of the Management Investor’s 's investment therein and (v) the Management Investor is an “"accredited investor” " as that term is defined in Rule 501(a)(3) under the Act. The Management Investor further acknowledges that investment in the Purchased Shares Equity hereunder involves significant risks and that these risks include, without limitation, the fact that the Company has a leveraged financial structure.
Appears in 3 contracts
Samples: Management Stock Purchase Agreement (Liberty Group Publishing Inc), Management Stock Purchase Agreement (Liberty Group Operating Inc), Management Stock Purchase Agreement (Liberty Group Operating Inc)
Investment Risk. The Management Investor represents and acknowledges that (i) as a result of the Management Investor’s 's (A) existing relationship with the Company and by virtue of being an a key executive of the Company or one of its subsidiaries, and (B) experience in financial matters, the Management Investor is properly able to evaluate the capital structure of the Company, the business of the Company and its subsidiaries and the risks inherent therein; (ii) the Management Investor has been given the opportunity to obtain any additional information or documents from and to ask questions, and receive answers of, the officers and representatives of the Company and its subsidiaries to the extent necessary to evaluate the merits and risks related to an investment in the Company; (iii) the Management Investor has been and will be, to the extent the Management Investor deems necessary, advised by legal counsel of the Management Investor’s 's choice at Management Investor’s 's expense in connection with this Agreement and the issuance and sale of the Purchased Shares hereunder, Common Stock hereunder and (iv) the purchase or issuance of the Purchased Shares Common Stock hereunder will be consistent, in both nature and amount, with the Management Investor’s 's overall investment program and financial condition, and the Management Investor’s 's financial condition will be such that the Management Investor will be able to bear the economic risk of holding unregistered Common Stock for which there is no market and to suffer a complete loss of the Management Investor’s 's investment therein and (v) the Management Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) under the Acttherein. The Management Investor further acknowledges that investment in the Purchased Shares Common Stock hereunder involves significant risks and that these risks include, without limitation, the fact that the Company has will have a leveraged financial structure.
Appears in 2 contracts
Samples: Management Subscription and Stockholders Agreement (Diamond Triumph Auto Glass Inc), Management Subscription and Stockholders Agreement (Diamond Triumph Auto Glass Inc)
Investment Risk. The Management Investor represents and acknowledges that (i) as a result of the Management Investor’s 's (A) existing relationship with the Company and by virtue of being an executive of a business enterprise engaged in the Company or one publication of its subsidiariesnewspapers, and (B) experience in financial matters, the Management Investor is properly able to evaluate the capital structure of the Company, the business of the Company and its subsidiaries and the risks inherent therein; (ii) the Management Investor has been given the opportunity to obtain any additional information or documents from and to ask questions, and receive answers of, the officers and representatives of the Company and its subsidiaries to the extent necessary to evaluate the merits and risks related to an investment in the Company; (iii) the Management Investor has been and will be, to the extent the Management Investor deems necessary, advised by legal counsel of the Management Investor’s 's choice at Management Investor’s expense in connection with this Agreement and the issuance and sale of the Purchased Shares hereunder, (iv) the purchase or issuance of the Purchased Shares hereunder will be consistent, in both nature and amount, with the Management Investor’s overall investment program and financial condition, and the Management Investor’s financial condition will be such that the Management Investor will be able to bear the economic risk of holding unregistered Common Stock for which there is no market and to suffer a complete loss of the Management Investor’s investment therein and (vIV) the Management Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) under the ActTHE MANAGEMENT INVESTOR'S FINANCIAL CONDITION WILL BE SUCH THAT THE MANAGEMENT INVESTOR WILL BE ABLE TO BEAR THE ECONOMIC RISK OF HOLDING UNREGISTERED COMMON STOCK FOR WHICH THERE IS NO MARKET AND TO SUFFER A COMPLETE LOSS OF THE MANAGEMENT INVESTOR'S INVESTMENT THEREIN. The Management Investor further acknowledges that investment in the Purchased Shares hereunder involves significant risks and that these risks include, without limitation, the fact that the Company has a leveraged financial structure.the
Appears in 1 contract
Samples: Management Stockholders Agreement (Liberty Group Publishing Inc)
Investment Risk. The Management Investor represents and acknowledges that (i) as a result of the Management Investor’s (A) existing relationship with the Company and by virtue of being an executive of the Company or one of its subsidiaries, and (B) experience in financial matters, the Management Investor is properly able to evaluate the capital structure of the Company, the business of the Company and its subsidiaries and the risks inherent therein; (ii) the Management Investor has been given the opportunity to obtain any additional information or documents from and to ask questions, and receive answers of, the officers and representatives of the Company and its subsidiaries Subsidiaries to the extent necessary to evaluate the merits and risks related to an investment in the Company; (iii) the Management Investor has been and will be, to the extent the Management Investor deems necessary, advised by legal counsel of the Management Investor’s choice at Management Investor’s expense in connection with this Agreement and the issuance and sale of the Purchased Shares hereunder, (iv) the purchase or issuance of the Purchased Shares hereunder will be consistent, in both nature and amount, amount with the Management Investor’s overall investment program and financial condition, and the Management Investor’s financial condition will be such that the Management Investor will be able to bear the economic risk of holding unregistered Common Stock for which there is no market and to suffer a complete loss of the Management Investor’s investment therein and (v) the Management Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) under the Act. The Management Investor further acknowledges that investment in the Purchased Shares hereunder involves significant risks and that these risks include, without limitation, the fact that the Company has a leveraged financial structure.
Appears in 1 contract
Samples: Management Shareholder Agreement (GateHouse Media, Inc.)
Investment Risk. The Management Investor Xxxxx represents and acknowledges that that: (i) as a result of the Management Investor’s Xxxxx’x (A) existing relationship with the Company and by virtue of being an executive of the Company or one of its subsidiaries, and (B) experience in financial matters, the Management Investor Xxxxx is properly able (on his own) to evaluate the capital structure of the CompanyParent and its subsidiaries, the business of the Company Parent and its subsidiaries and the risks inherent therein; (ii) the Management Investor Xxxxx has been given the opportunity to obtain any additional information or documents from and to ask questions, and receive answers of, the officers and representatives of the Company Parent and its subsidiaries to the extent necessary to evaluate the merits and risks related to an investment in the CompanyParent; (iii) the Management Investor Xxxxx has been and will be, to the extent the Management Investor he deems necessary, advised by legal counsel of the Management Investor’s his choice at Management Investor’s his expense in connection with this Agreement and the issuance and sale or grant, as applicable, of the Purchased Shares and Granted Shares hereunder, ; and (iv) the issuance and purchase or issuance grant, as applicable, of the Purchased Shares and Granted Shares hereunder will be consistent, in both nature and amount, with the Management Investor’s Xxxxx’x overall investment program and financial condition, and the Management Investor’s his financial condition will be such that the Management Investor he will be able to bear the economic risk of holding unregistered Common Stock for which there is no market and to suffer a complete loss of the Management Investor’s his investment therein and (v) the Management Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) under the Acttherein. The Management Investor Xxxxx further acknowledges that investment in the Purchased Shares hereunder and Granted Shares involves significant risks and that these risks include, without limitation, the fact that the Company has Parent and its subsidiaries may have a leveraged financial structure.
Appears in 1 contract
Investment Risk. The Management Investor represents and acknowledges that that: (i) as a result of the Management Investor’s (A) existing relationship with the Company and by virtue of being an executive of the Company or one of its subsidiaries, CLI and (B) experience in financial matters, the Management Investor is properly able (on his own) to evaluate the capital structure of the CompanyCompany and of CLI and its subsidiaries, the business of the Company and of CLI and its subsidiaries and the risks inherent therein; (ii) the Management Investor has been given the opportunity to obtain any additional information or documents from and to ask questions, and receive answers of, the officers and representatives of the Company and of CLI and its subsidiaries to the extent necessary to evaluate the merits and risks related to an investment in the Company; (iii) the Management Investor has been and will be, to the extent the Management Investor deems necessary, advised by legal counsel of the Management Investor’s choice at Management Investor’s expense in connection with this Agreement and the issuance and sale or grant, as applicable, of the Purchased Shares and Restricted Shares hereunder, ; and (iv) the issuance and purchase or issuance grant, as applicable, of the Purchased Shares and Restricted Shares hereunder will be consistent, in both nature and amount, with the Management Investor’s overall investment program and financial condition, and the Management Investor’s financial condition will be such that the Management Investor will be able to bear the economic risk of holding unregistered Common Stock for which there is no market and to suffer a complete loss of the Management Investor’s investment therein and (v) the Management Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) under the Acttherein. The Management Investor further acknowledges that investment in the Purchased Shares hereunder and Restricted Shares involves significant risks and that these risks include, without limitation, the fact that the Company has and CLI may have a leveraged financial structure.
Appears in 1 contract