Investment Sophistication Sample Clauses

Investment Sophistication. The Doctor and the LLC each acknowledges that he and it (a) is knowledgeable and experienced in business matters, (b) is capable of independently evaluating the risks and merits of accepting and exercising the Options granted hereunder, (c) has independently determined that the investment is a suitable investment for the LLC, and (d) has sufficient financial resources to bear the loss of the LLC's investment in the Options.
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Investment Sophistication. The Doctor and the LP each acknowledges that he and it (a) is knowledgeable and experienced in business matters, (b) is capable of independently evaluating the risks and merits of accepting and exercising the Options granted hereunder, (c) has independently determined that the investment is a suitable investment for the LP, and (d) has sufficient financial resources to bear the loss of the LP's investment in the Options.
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Investment Sophistication. Such Buyer 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 Securities. The Company acknowledges and agrees that each Buyer does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 2.
Sample 1
Investment Sophistication. CLI hereby represents and acknowledges that by and through its officers and directors has sufficient knowledge and experience of financial and business matters, is able to evaluate the merits and risks of the purchase of the Canary Debt, has the ability to bear the economic risks of the purchase of the Canary Debt and can afford a complete loss of such investment. It has adequate information concerning the business and financial condition of the other Parties to make an informed decision regarding the purchase of the Canary Debt, and has independently and without reliance upon the other Parties made its own analysis and decision to enter into this Agreement and purchase the Canary Debt. It has been afforded the opportunity to obtain such information necessary to make an informed decision regarding the entry into this Agreement and for it to evaluate the merits and risks of the purchase of the Canary Debt. It is not relying on any representation, warranty, covenant or statement made by the other Parties in connection with the purchase of the Canary Debt, except as contained herein.
Sample 1
Investment Sophistication. With respect to its investment in the Venture: (a) it has knowledge and experience in financial and business matters in general, and in investments of this type; (b) it is capable of evaluating the merits and risks of such investment; (c) it has either secured independent tax advice with respect to such investment, upon which it is solely relying, or it is sufficiently familiar with the income taxation of the Venture that it has deemed such independent advice unnecessary; (d) it has received or has access to all material information and documents with respect to such investment and has had the opportunity to ask questions and receive answers thereto and to verify and clarify any information available. (e) it understands that no federal or state agency has reviewed or passed upon the adequacy or accuracy of the information set forth in the documents submitted to it or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of such investment; (f) it understands that there are restrictions on the transferability of its JV Interest as set forth in this Agreement; (g) it understands that there will be no public market for its JV Interests, and accordingly, it may not be possible to liquidate such investment; (h) it understands that any anticipated federal or state income tax benefit applicable to such property may be lost through changes in, or adverse interpretations of, existing laws and regulations; (i) it has entered into this Agreement freely and voluntarily, without coercion, duress, distress, or undue influence by any other persons or their respective stockholders, directors, officers, Venturers, agents or employees; and (j) it understands that this Agreement may affect legal rights and it has received legal advice from counsel of its choice in connection with the negotiation and execution of this Agreement and is satisfied with its legal counsel and the advice received from it.
Sample 1
Investment Sophistication. Buyer is not acquiring the Company with a view to or for sale in connection with any distribution of the membership interests thereof within the meaning of the Securities Act. Buyer (i) is an “accredited investor” as defined in the rules promulgated under the Securities Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of Buyer’s investment in the Company; (ii) has the ability to bear the economic risks of such investment; (iii) has the capacity to protect Buyer’s own interests in connection with the transactions contemplated by this Agreement; and (iv) has had an opportunity to obtain such financial and other information from Company and Holders as Buyer deems necessary or appropriate in connection with evaluating the merits of the investment in the Company.
Sample 1
Investment Sophistication. The Stockholder ------------------------- has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of its investment in the Acquiror as contemplated by this Agreement, and is able to bear the economic risk of such investment for an indefinite period of time. The Stockholder has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Acquiror concerning the terms and conditions of this Agreement and the receipt of the shares of Acquiror stock contemplated hereby.
Sample 1
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Related to Investment Sophistication

  • Sophistication The Stockholder acknowledges that he is an informed and sophisticated investor and, together with his advisors, has undertaken such investigation as they have deemed necessary, including the review of the Merger Agreement and this Agreement, to enable the Stockholder to make an informed and intelligent decision with respect to the Merger Agreement and this Agreement and the transactions contemplated thereby and hereby.

  • ECONOMIC RISK; SOPHISTICATION 19 Section 13. NONDISCLOSURE OF CONFIDENTIAL INFORMATION

  • 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.

  • 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.

  • Investment Article 126.

  • Sophisticated Buyer Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the purchase of Shares from Seller.

  • Experience A minimum of 1 year of IT work experience in computer systems or support with demonstrated working knowledge of basic hardware and software products and problem solving/troubleshooting skills.

  • Sophisticated Seller Seller is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the sale of Shares to Buyer.

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. (ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. (iii) The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities. (iv) The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. (v) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities. (vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities. (vii) The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration and Shareholder Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act. (viii) The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities. (ix) The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.

  • Independent Investment No Purchaser has agreed to act with any other Purchaser for the purpose of acquiring, holding, voting or disposing of the Securities purchased hereunder for purposes of Section 13(d) under the Exchange Act, and each Purchaser is acting independently with respect to its investment in the Securities.

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