Risk of Investing in Buyer; Ability to Bear Risk Sample Clauses

Risk of Investing in Buyer; Ability to Bear Risk. Such Seller ------------------------------------------------ represents and warrants that (i) the financial situation of such Seller is such that Seller can afford to bear the economic risk of holding the Class B Common Stock for an indefinite period and (ii) such Seller can afford to suffer the complete loss of his investment in the Class B Common Stock. Such Seller understands and acknowledges that the shares of Class B Common Stock received by such Seller hereunder represent an investment by Seller in Buyer and recognizes that (w) such investment in Buyer is subject to substantial uncertainty concerning the business prospects of Buyer and that Buyer's businesses face rapid technological change which could result in greater competition for Buyer or cause Buyer to lower the prices of its products or services; (x) Buyer intends to pursue acquisitions of software development businesses, software service businesses, multimedia businesses and other businesses as a component of its growth strategy and that the success of Buyer will depend on Buyer's ability to identify, acquire and finance suitable acquisition candidates on acceptable terms and to integrate such acquisitions effectively into Buyer; (y) after the Exchange, Buyer will be controlled by KIA V as a result of KIA V's ownership of more than 80% of the voting stock of Buyer following the Stock Purchase, and that KIA V will be able to determine the outcome of all matters required to be submitted to the stockholders of Buyer for approval (except as otherwise provided by law or by Buyer's Certificate of Incorporation or Bylaws or the Stockholders' Agreement); and (z) Sellers' aggregate ownership of Buyer immediately following the Exchange will likely be subject to dilution upon exercise of stock options to be granted to certain officers and directors of Buyer and the possible issuance from time to time of additional shares of capital stock of Buyer and warrants to acquire stock of Buyer to existing and future investors of Buyer.
Sample 1
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Risk of Investing in Buyer; Ability to Bear Risk. Such Seller ------------------------------------------------ represents and warrants that (i) the financial situation of such Seller is such that Seller can afford to bear the economic risk of holding the Class B Common Stock for an indefinite period and (ii) such Seller can afford to suffer the complete loss of his investment in the Class B Common Stock. Such Seller understands and acknowledges that the shares of Class B Common Stock received
Sample 1

Related to Risk of Investing in Buyer; Ability to Bear Risk

  • Ability to Bear Economic Risk of Investment It recognizes that an investment in the Subordinated Notes involves substantial risk. It has the ability to bear the economic risk of the prospective investment in the Subordinated Notes, including the ability to hold the Subordinated Notes indefinitely, and further including the ability to bear a complete loss of all of its investment in the Company.

  • Risk of Investment THE SUBSCRIBER RECOGNIZES THAT THE PURCHASE OF THE SHARES INVOLVES A HIGH DEGREE OF RISK INCLUDING, WITHOUT LIMITATION, ANY AND ALL RISKS DISCUSSED IN THIS SUBSCRIPTION AGREEMENT. AN INVESTMENT IN THE COMPANY AND THE SHARES MAY RESULT IN THE LOSS OF A SUBSCRIBER’S ENTIRE INVESTMENT.

  • Ability to Bear Economic Risk Each Purchaser acknowledges that investment in the Securities involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.

  • Ability to Bear Risk The Purchaser represents and warrants that (i) the financial situation of the Purchaser is such that the Purchaser can afford to bear the economic risk of holding the Shares for an indefinite period and (ii) the Purchaser can afford to suffer the complete loss of the Purchaser's investment in the Shares.

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

  • Lost Shareholder Due Diligence Searches and Servicing The Trust hereby acknowledges that USBFS has an arrangement with an outside vendor to conduct lost shareholder searches required by Rule 17Ad-17 under the Securities Exchange Act of 1934, as amended. Costs associated with such searches will be passed through to the Trust as an out-of-pocket expense in accordance with the fee schedule set forth in Exhibit C hereto. If a shareholder remains lost and the shareholder’s account unresolved after completion of the mandatory Rule 17Ad-17 search, the Trust hereby authorizes vendor to enter, at its discretion, into fee sharing arrangements with the lost shareholder (or such lost shareholder’s representative or executor) to conduct a more in-depth search in order to locate the lost shareholder before the shareholder’s assets escheat to the applicable state. The Trust hereby acknowledges that USBFS is not a party to these arrangements and does not receive any revenue sharing or other fees relating to these arrangements. Furthermore, the Trust hereby acknowledges that vendor may receive up to 35% of the lost shareholder’s assets as compensation for its efforts in locating the lost shareholder.

  • Suitability of Investment Seller has carefully considered and has, to the extent it believes necessary, obtained professional legal, tax and financial advice concerning the suitability of its acquisition of the AmSurg Common Stock for its particular tax and financial situation. Seller is capable of evaluating and has evaluated carefully the merits and risks of its purchase of the AmSurg Common Stock and is able to bear the economic risk of an investment therein.

  • 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 until the Securities are sold pursuant to: (i) an effective registration statement under the Securities Act; or (ii) an exemption from registration is available with respect to such sale.

  • Sale and Delivery to Underwriter Closing (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at 98.875% of the principal amount thereof, the aggregate principal amount of Securities set forth in Schedule B opposite the name of such Underwriter, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

  • Suitability of Investors The Dealer Manager will offer Shares, and in its agreements with Dealers will require that the Dealers offer Shares, only to persons who meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the states in which it is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Dealer Manager will, and in its agreements with Dealers, the Dealer Manager will require that the Dealers will, comply with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Article III.C. of the NASAA REIT Guidelines.

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