Purchaser Bears Economic Risk. 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 its investment in the Company and has the capacity to protect its own interests. Purchaser must bear the economic risk of this investment indefinitely unless the Shares, the Warrants or the Conversion Shares are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that the Company has no present intention of registering the Shares, the Warrants or the Conversion Shares or any shares of its Common Stock. Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Purchaser to transfer all or any portion of the Units or the Conversion Shares under the circumstances, in the amounts or at the times Purchaser might propose.
Appears in 1 contract
Samples: Series E Convertible Preferred Stock and Warrant Purchase Agreement (Inphonic Inc)
Purchaser Bears Economic Risk. The 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 its investment in the Company and has the capacity to protect its own interests. The Purchaser must bear the economic risk of this investment indefinitely unless the Shares, the Warrants Shares (or the Conversion Shares Shares) are registered pursuant to the Securities Act, or an exemption from registration is available. The Purchaser understands that the Company has no present intention of registering the Shares, the Warrants or the Conversion Shares or any shares of its Common Stock. The Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow the Purchaser to transfer all or any portion of the Units Shares or the Conversion Shares under the circumstances, in the amounts or at the times the Purchaser might propose.
Appears in 1 contract
Samples: Collaborative Research and License Agreement (Axys Pharmecueticals Inc)
Purchaser Bears Economic Risk. 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 its investment in the Company and has the capacity to protect its own interests. Purchaser must bear the economic risk of this investment indefinitely unless the Shares, the Warrants Shares (or the Conversion Shares Shares) or the Compensation Stock are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that the Company has no present intention of registering the Shares, the Warrants or Conversion Shares, the Conversion Shares Compensation Stock, or any shares of its Common Stock. Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Purchaser to transfer all or any portion of the Units Shares or the Conversion Shares or the Compensation Stock under the circumstances, in the amounts or at the times Purchaser might propose.
Appears in 1 contract
Samples: Series a Convertible Participating Preferred Stock Purchase Agreement (Friendable, Inc.)
Purchaser Bears Economic Risk. 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 its investment in the Company and has the capacity to protect its own interests. Purchaser must bear the economic risk of this investment indefinitely unless the Shares, the Warrants Shares (or the Conversion Shares Shares) are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that the Company has no present intention of registering the Shares, the Warrants or the Conversion Shares or any shares of its Common Stock. Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Purchaser to transfer all or any portion of the Units Shares or the Conversion Shares under the circumstances, in the amounts or at the times Purchaser might propose.. Company Initials_____ Purchaser Initials_____
Appears in 1 contract
Samples: Series B Convertible Preferred Stock Purchase Agreement (Oncologix Tech Inc.)
Purchaser Bears Economic Risk. Such 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 its investment in the Company and has the capacity to protect its own interests. Such Purchaser must bear the economic risk of this investment indefinitely unless the Shares, the Warrants Shares (or the Conversion Shares Shares) are registered pursuant to the Securities Act, or an exemption from registration is available. Such Purchaser understands that the Company has no present intention of registering the Shares, the Warrants or the Conversion Shares or any shares of its Common Stock or Preferred Stock. Such Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow such Purchaser to transfer all or any portion of the Units Shares or the Conversion Shares under the circumstances, in the amounts or at the times such Purchaser might propose.
Appears in 1 contract
Samples: Series C Preferred Stock Purchase Agreement (Vstream Inc /Co)
Purchaser Bears Economic Risk. Such 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 its investment in the Company and has the capacity to protect its own interests. Such Purchaser must bear the economic risk of this investment indefinitely unless the Shares, the Warrants Shares (or the Conversion Shares Shares) are registered pursuant to the Securities Act, or an exemption from registration is available. Such Purchaser understands that the Company has no present intention of registering the Shares, the Warrants or the Conversion Shares or any shares of its Common Stock or Preferred Stock. Such Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow such Purchaser to transfer all or any portion of the Units Shares or the Conversion Shares under the circumstances, in the amounts or at the times such Purchaser might propose.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (Vstream Inc /Co)
Purchaser Bears Economic Risk. 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 its investment in the Company and has the capacity to protect its own interests. Purchaser must bear the economic risk of this investment indefinitely unless the Shares, the Warrants or the Conversion Shares are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that the Company has no present intention of registering the Shares, the Warrants or the Conversion Shares or any shares of its Common Stock. Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Purchaser to transfer all or any portion of the Units Shares, the Warrants or the Conversion Shares under the circumstances, in the amounts or at the times Purchaser might propose.
Appears in 1 contract
Samples: Series D 4 Convertible Preferred Stock and Warrant Purchase Agreement (Inphonic Inc)
Purchaser Bears Economic Risk. Such Purchaser has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it Purchaser is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Such Purchaser must bear the economic risk of this investment indefinitely unless the Shares, the Warrants Shares (or the Conversion Shares Shares) are registered pursuant to the Securities Act, or an exemption from registration is available. Such Purchaser understands that the Company has no present intention of registering the Shares, the Warrants or the Conversion Shares or any shares of its Common Stock. Such Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow such Purchaser to transfer all or any portion of the Units Shares or the Conversion Shares under the circumstances, in the amounts or at the times such Purchaser might propose. Such Purchaser can bear the economic risk of losing its entire investment in the Company.
Appears in 1 contract
Samples: Series C Preferred Stock Purchase Agreement (Cypress Communications Inc)
Purchaser Bears Economic Risk. 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 its investment in the Company and has the capacity to protect its own interests. Purchaser must bear the economic risk of this investment indefinitely unless the Shares, the Warrants Securities (or the Conversion Shares Shares) are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that other than pursuant to the terms of this Agreement the Company has no present intention of registering the SharesSecurities, the Warrants or the Conversion Shares or any shares of its Common Stock. Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Purchaser to transfer all or any portion of the Units Securities or the Conversion Shares under the circumstances, in the amounts or at the times Purchaser might propose.
Appears in 1 contract
Samples: Series D Preferred Stock and Warrant Purchase Agreement (American Technology Corp /De/)