Purchaser Sophistication Clause Samples
Purchaser Sophistication. Intrexon represents and warrants to, and covenants with, the Company that Intrexon (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the acceptance of the shares pursuant hereto, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the shares, (b) Intrexon, in connection with its decision to purchase the shares, relied only upon the SEC Documents, other publicly available information, and the representations and warranties of the Company contained herein. Intrexon is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act, (c) Intrexon is acquiring the shares for its own account for investment only and with no present intention of distributing any of such shares or any arrangement or understanding with any other persons regarding the distribution of such shares; (d) Intrexon has not been organized, reorganized or recapitalized specifically for the purpose of investing in the shares; (e) Intrexon will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the shares except in compliance with the Securities Act and applicable state securities laws, (f) Intrexon understands that the shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and that the Company is relying upon the truth and accuracy of, and Intrexon’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon to acquire the shares, (g) Intrexon understands that its investment in the shares involves a significant degree of risk, including a risk of total loss of Intrexon’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Company hereunder) and (h) Intrexon understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or e...
Purchaser Sophistication. Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.
Purchaser Sophistication. Each Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and has obtained sufficient information from the Company to enable him, her or it to evaluate the risks of an investment in the Securities.
Purchaser Sophistication. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment. Such Purchaser further acknowledges that there is no trading market for the Shares and that the Company’s ability to issue the Conversion Shares is subject to receipt of Requisite Stockholder Approval.
Purchaser Sophistication. CSMC represents and warrants to, and covenants with, the Company and Synbiomics that CSMC: (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the SYN Shares and New Shares, including investments in securities issued by Synbiomics and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SYN Shares and New Shares; (b) CSMC, in connection with its decision to purchase the SYN Shares and New Shares, relied only upon the documents of the Company filed with the Commission, other publicly available information, and the representations and warranties of the Company and Synbiomics contained herein. CSMC is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act; (c) CSMC is acquiring the SYN Shares and New Shares for its own account for investment only and with no present intention of distributing any of the SYN Shares and New Shares or any arrangement or understanding with any other persons regarding the distribution of the Shares; (d) CSMC has not been organized, reorganized or recapitalized specifically for the purpose of investing in the SYN Shares and New Shares; (e) CSMC will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the SYN Shares and New Shares except in compliance with the Securities Act of 1933 and applicable state securities laws; (f) CSMC understands that the SYN Shares and New Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and that the Company and Synbiomics are relying upon the truth and accuracy of, and CSMC’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of CSMC set forth herein in order to determine the availability of such exemptions and the eligibility of CSMC to acquire the SYN Shares and New Shares;
Purchaser Sophistication. The Purchaser represents that it (i) has adequate means of providing for his current financial needs and possible personal contingencies, and has no need for liquidity of investment in the Company; (ii) can afford (a) to hold unregistered securities for an indefinite period of time and (b) sustain a complete loss of the entire amount of the subscription; and (iii) has not made an overall commitment to investments which are not readily marketable that is so disproportionate as to cause such overall commitment to become excessive.
Purchaser Sophistication. The Purchaser (i) has knowledge and experience in business and financial matters, prior investment experience, including investment in securities that are non-listed, unregistered and/or not traded on a national securities exchange; (ii) recognizes the highly speculative nature of the purchase of the Purchased Shares; and (iii) is able to bear the economic risk that it hereby assumes.
Purchaser Sophistication. Intrexon represents and warrants to, and covenants with, the Company that Intrexon (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the acceptance of the shares pursuant hereto, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the shares, (b) Intrexon, in connection with its decision to purchase the shares, relied only upon the SEC Documents, other publicly available information, and the representations and warranties of the Company contained herein. Intrexon is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act, (c) Intrexon is acquiring the shares for its own account for investment only and with no present intention of
Purchaser Sophistication. The Purchaser represents and warrants to, and covenants with, the Company that (a) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares and (b) the Purchaser, in connection with its decision to purchase the Shares, relied only upon the Company’s regular reports on Forms 10-KSB, 10-Q and 8-K as filed by the Company with the Commission, other publicly available information, and the representations and warranties of the Company contained herein.
Purchaser Sophistication. (a) Purchaser represents that it is a sophisticated investor, it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Shares and it is able to bear the economic risks of such investment.
(b) Purchaser acknowledges that (i) investment in the Shares involves substantial risk, including the risk of total loss of its investment in the Shares; and (ii) there is no public market for the Shares and BFC has made no representation that a public market will ever exist for the Shares.
(c) Purchaser represents that (i) it has adequate means, other than the Shares or funds invested by it therein, of providing for its current and foreseeable needs; and (ii) it is able to sustain a loss of its entire investment in the Shares in the event such loss should occur.
(d) Purchaser acknowledges that it heretofore has been afforded the opportunity to ask questions of and receive answers from officers of BFC concerning the terms and conditions of the offering and to obtain additional information from BFC that Purchaser deems necessary to make its investment decision.