Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) the Company will need additional capital but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (iii) an investor may not be able to liquidate his investment; (iv) transferability of the securities comprising the Units is extremely limited; (v) an investor could sustain the loss of his entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company's business and the business and operations of Ironclad, and the industries and markets in which the Company will compete, as well as risks associated with the Offering, the Merger and the other transactions contemplated herein, in the Offering Memorandum and in the Merger Agreement, all as more fully set forth herein and in the Offering Memorandum. For the avoidance of doubt, all references to the Company in this Section 2.1 include the Company's business and operations after it acquires the business and operations of Ironclad through the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ironclad Performance Wear Corp), Subscription Agreement (Ironclad Performance Wear Corp)
Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of Units Shares involves a high degree of risk in that (i) the Company will need additional capital to operate its business but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the UnitsShares; (iii) an investor may not be able to liquidate his or her investment; (iv) transferability of the securities comprising the Units Shares is extremely limited; (v) an investor could sustain the loss of his or her entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company's ’s business and the business and operations of IroncladKGE, and the industries industries, markets and markets geographic regions in which the Company will compete, as well as risks associated with the Offering, the Merger Share Exchange and the other transactions contemplated herein, in the Offering Memorandum and in the Merger Exchange Agreement, all as more fully set forth herein and in the Offering Memorandum. For the avoidance of doubt, all references to the Company in this Section 2.1 include the Company's ’s business and operations after it acquires the business and operations of Ironclad KGE through the MergerShare Exchange.
Appears in 2 contracts
Samples: Subscription Agreement (China Architectural Engineering, Inc.), Subscription Agreement (SRKP 1 Inc)
Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of Units Securities involves a high degree of risk in that (i) the Company will need additional capital to operate its business but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the UnitsSecurities; (iii) an investor may not be able to liquidate his or her investment; (iv) transferability of the securities comprising the Units Securities is extremely limited; (v) an investor could sustain the loss of his or her entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company's ’s business and the business and operations of IroncladTME, and the industries industries, markets and markets geographic regions in which the Company will compete, as well as risks associated with the Offering, the Merger Share Exchange and the other transactions contemplated herein, in the Offering Memorandum and in the Merger Exchange Agreement, all as more fully set forth herein and in the Offering Memorandum. For the avoidance of doubt, all references to the Company in this Section 2.1 include the Company's ’s business and operations after it acquires the business and operations of Ironclad TME through the MergerShare Exchange.
Appears in 1 contract
Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of Units Securities involves a high degree of risk in that (i) the Company will need additional capital to operate its business but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the UnitsSecurities; (iii) an investor may not be able to liquidate his or her investment; (iv) transferability of the securities comprising the Units Securities is extremely limited; (v) an investor could sustain the loss of his or her entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company's ’s business and the business and operations of IroncladWorld Orient and its subsidiaries, and the industries industries, markets and markets geographic regions in which the Company will compete, as well as risks associated with the Offering, the Merger Share Exchange and the other transactions contemplated herein, in the Offering Memorandum and in the Merger Exchange Agreement, all as more fully set forth herein and in the Offering Memorandum. For the avoidance of doubt, all references to the Company in this Section 2.1 include the Company's ’s business and operations after it acquires the business and operations of Ironclad World Orient and its subsidiaries through the MergerShare Exchange.
Appears in 1 contract
Samples: Subscription Agreement (ZST Digital Networks, Inc.)
Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of Units Shares involves a high degree of risk in that (i) the Company will need additional capital to operate its business but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the UnitsShares; (iii) an investor may not be able to liquidate his his, her or its investment; (iv) transferability of the securities comprising the Units Shares is extremely limited; (v) an investor could sustain the loss of his his, her or its entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company's ’s business and the business and operations of Ironcladthe Immense Fortune Entities, and the industries industries, markets and markets geographic regions in which the Company will compete, as well as risks associated with the Offering, the Merger Share Exchange and the other transactions contemplated herein, in the Offering Memorandum and in the Merger Exchange Agreement, all as more fully set forth herein and in the Offering Memorandum. For the avoidance of doubt, all references to the Company in this Section 2.1 include the Company's ’s business and operations after it acquires the business and operations of Ironclad the Immense Fortune Entities through the MergerShare Exchange.
Appears in 1 contract
Samples: Subscription Agreement (Feigeda Electronic Technology, Inc.)
Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) the Company will need additional capital but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (iii) an investor may not be able to liquidate his or her investment; (iv) transferability of the securities comprising the Units is extremely limited; (v) an investor could sustain the loss of his or her entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company's ’s business and the business and operations of IroncladAuraSound, and the industries and markets in which the Company will compete, as well as risks associated with the Offering, the Merger Share Exchange and the other transactions contemplated herein, in the Offering Memorandum and in the Merger Share Exchange Agreement, all as more fully set forth herein and in the Offering Memorandum. For the avoidance of doubt, all references to the Company in this Section 2.1 include the Company's ’s business and operations after it acquires the business and operations of Ironclad AuraSound through the MergerShare Exchange.
Appears in 1 contract
Samples: Subscription Agreement (Hemcure Inc)
Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of Units Shares involves a high degree of risk in that (i) the Company will need additional capital to operate its business but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the UnitsShares; (iii) an investor may not be able to liquidate his his, her or it s investment; (iv) transferability of the securities comprising the Units Shares is extremely limited; (v) an investor could sustain the loss of his his, her or its entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company's ’s business and the business and operations of IroncladAttainment Holdings, and the industries industries, markets and markets geographic regions in which the Company will compete, as well as risks associated with the Offering, the Merger Share Exchange and the other transactions contemplated herein, in the Offering Memorandum and in the Merger Exchange Agreement, all as more fully set forth herein and in the Offering Memorandum. For the avoidance of doubt, all references to the Company in this Section 2.1 include the Company's ’s business and operations after it acquires acquired the business and operations of Ironclad Attainment Holdings through the MergerShare Exchange.
Appears in 1 contract
Samples: Subscription Agreement (China Electric Motor, Inc.)
Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of Units Securities involves a high degree of risk in that (i) the Company will need additional capital to operate its business but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the UnitsSecurities; (iii) an investor may not be able to liquidate his or her investment; (iv) transferability of the securities comprising the Units Securities is extremely limited; (v) an investor could sustain the loss of his or her entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company's ’s business and the business and operations of IroncladPodium and Yinlips, and the industries industries, markets and markets geographic regions in which the Company will compete, as well as risks associated with the Offering, the Merger Exchange and the other transactions contemplated herein, in the Offering Memorandum and in the Merger Exchange Agreement, all as more fully set forth herein and in the Offering Memorandum. For the avoidance of doubt, all references to the Company in this Section 2.1 include the Company's ’s business and operations after it acquires the business and operations of Ironclad Podium and Yinlips through the MergerExchange.
Appears in 1 contract
Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) the Company will need additional capital but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (iii) an investor may not be able to liquidate his investment; (iv) transferability of the securities comprising the Units is extremely limited; (v) an investor could sustain the loss of his entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company's business and the business and operations of IroncladCNSR, and the industries and markets in which the Company will compete, as well as risks associated with the Offering, the Merger and the other transactions contemplated herein, in the Offering Memorandum and in the Merger Agreement, all as more fully set forth herein and in the Offering Memorandum. For the avoidance of doubt, all references to the Company in this Section 2.1 include the Company's business and operations after it acquires the business and operations of Ironclad CNSR through the Merger.
Appears in 1 contract
Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of Units Shares involves a high degree of risk in that (i) the Company will need additional capital to operate its business but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the UnitsShares; (iii) an investor may not be able to liquidate his or her investment; (iv) transferability of the securities comprising the Units Shares is extremely limited; (v) an investor could sustain the loss of his or her entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company's ’s business and the business and operations of IroncladNiveous, and the industries industries, markets and markets geographic regions in which the Company will compete, as well as risks associated with the Offering, the Merger Share Exchange and the other transactions contemplated herein, in the Offering Memorandum and in the Merger Exchange Agreement, all as more fully set forth herein and in the Offering Memorandum. For the avoidance of doubt, all references to the Company in this Section 2.1 include the Company's ’s business and operations after it acquires the business and operations of Ironclad Niveous through the MergerShare Exchange.
Appears in 1 contract
Samples: Subscription Agreement (NIVS IntelliMedia Technology Group, Inc.)
Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of Units Shares involves a high degree of risk in that (i) the Company will need additional capital to operate its business but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the UnitsShares; (iii) an investor may not be able to liquidate his or her investment; (iv) transferability of the securities comprising the Units Shares is extremely limited; (v) an investor could sustain the loss of his or her entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company's ’s business and the business and operations of IroncladHighpower, and the industries industries, markets and markets geographic regions in which the Company will compete, as well as risks associated with the Offering, the Merger Share Exchange and the other transactions contemplated herein, in the Offering Memorandum and in the Merger Exchange Agreement, all as more fully set forth herein and in the Offering Memorandum. For the avoidance of doubt, all references to the Company in this Section 2.1 include the Company's ’s business and operations after it acquires the business and operations of Ironclad Highpower through the MergerShare Exchange.
Appears in 1 contract
Samples: Subscription Agreement (Hong Kong Highpower Technology, Inc.)
Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of Units Shares involves a high degree of risk in that (i) the Company will need additional capital to operate its business but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the UnitsShares; (iii) an investor may not be able to liquidate his his, her or its investment; (iv) transferability of the securities comprising the Units Shares is extremely limited; (v) an investor could sustain the loss of his his, her or its entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company's ’s business and the business and operations of Ironcladthe CD Media Entities, and the industries industries, markets and markets geographic regions in which the Company will compete, as well as risks associated with the Offering, the Merger Share Exchange and the other transactions contemplated herein, in the Offering Memorandum and in the Merger Exchange Agreement, all as more fully set forth herein and in the Offering Memorandum. For the avoidance of doubt, all references to the Company in this Section 2.1 include the Company's ’s business and operations after it acquires the business and operations of Ironclad the CD Media Entities through the MergerShare Exchange.
Appears in 1 contract
Samples: Subscription Agreement (China Century Dragon Media, Inc.)
Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of Units the Shares involves a high degree of risk in that (i) the Company will need additional capital to operate its business but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the UnitsShares; (iii) an investor may not be able to liquidate his his, her or its investment; (iv) transferability of the securities comprising the Units Shares is extremely limited; (v) an investor could sustain the loss of his his, her or its entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company's ’s business and the business and operations of Ironcladthe Wesen Entities and their subsidiaries, and the industries industries, markets and markets geographic regions in which the Company will compete, as well as risks associated with the Offering, the Merger Share Exchange and the other transactions contemplated herein, in the Offering Memorandum and in the Merger Exchange Agreement, all as more fully set forth herein and in the Offering Memorandum. For the avoidance of doubt, all references to the Company in this Section 2.1 include the Company's ’s business and operations after it acquires the business and operations of Ironclad the Wesen Entities and their subsidiaries through the MergerShare Exchange.
Appears in 1 contract
Samples: Subscription Agreement (China Wesen Recycling Technology, Inc.)
Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of Units Shares involves a high degree of risk in that (i) the Company will need additional capital to operate its business but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the UnitsShares; (iii) an investor may not be able to liquidate his or her investment; (iv) transferability of the securities comprising the Units Shares is extremely limited; (v) an investor could sustain the loss of his or her entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company's ’s business and the business and operations of IroncladKunming, and the industries industries, markets and markets geographic regions in which the Company will compete, as well as risks associated with the Offering, the Merger Share Exchange and the other transactions contemplated herein, in the Offering Memorandum and in the Merger Exchange Agreement, all as more fully set forth herein and to be set forth in the Offering Memorandum. For the avoidance of doubt, all references to the Company in this Section 2.1 include the Company's ’s business and operations after it acquires the business and operations of Ironclad Kunming through the MergerShare Exchange.
Appears in 1 contract
Samples: Subscription Agreement (SRKP 8 Inc)