Seller Bears Economic Risk. Seller has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to Buyer so that it is capable of evaluating the merits and risks of its investment in Buyer and has the capacity to protect its own interests. Seller must bear the economic risk of this investment indefinitely unless the Shares are registered pursuant to the Securities Act or an exemption from registration is available.
Seller Bears Economic Risk. The Seller 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 Seller understands and accepts that it must bear the economic risk of this investment indefinitely unless the shares of Purchased Stock (and any other shares of Common Stock acquired hereunder) are registered pursuant to the Securities Act, or an exemption from registration is available.
Seller Bears Economic Risk. The Seller 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 Seller understands and accepts that it must bear the economic risk of this investment indefinitely unless the shares of Purchased Stock (and any other shares of Common Stock acquired hereunder) are registered pursuant to the Securities Act, or an exemption from registration is available. Section 6 of this Agreement contains Seller's registration rights for the Purchased Stock and any other shares of Common Stock issued to Seller pursuant to this Agreement.
Seller Bears Economic Risk. Seller is capable of evaluating the merits and risks of its investment in Parent and has the capacity to protect its own interests. Seller must bear the economic risk of this investment indefinitely unless the Shares are registered pursuant to the Securities Act, or any exemption from registration is available. Seller understands that Parent has no present intention of registering the Shares. Seller 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 Seller to transfer all or any portion of the Shares under the circumstances; the amounts or at the times Seller might propose.
Seller Bears Economic Risk. Each Seller has substantial experience in evaluating and investing in transactions of securities in companies similar to NexGel so that it is capable of evaluating the merits and risks of its investment in NexGel and has the capacity to protect its own interests. Each Seller must bear the economic risk of this investment indefinitely unless the Purchase Price Shares are registered pursuant to the Securities Act, or an exemption from registration is available. Each Seller understands that NexGel has no present intention of registering the Purchase Price Shares under the Securities Act.
Seller Bears Economic Risk. Seller, through its officers and directors, has such knowledge and experience in financial business matters that its is capable of evaluating the merits and risks of an investment in the Series D Stock, and if issued the Conversion Shares to be received pursuant to this Agreement. Seller acknowledges being furnished by Parent with a copy of Parent’s most recent annual and quarterly reports on Forms 10-K and 10-Q, respectively (the “SEC Reports”), and being offered the opportunity to ask questions of, and receive answers from, Parent’s officers with respect to Parent’s business and financial affairs. Seller understands that Parent is a shell company with essentially no assets. Seller must bear the economic risk of this investment indefinitely unless the Series D Stock, and if issued the Conversion Shares are registered pursuant to the Act, or an exemption from registration is available. Seller understands that Parent has no present intention of registering the Series D Stock, or the Conversion Shares. Seller also understands that there is no assurance that any exemption from registration under the Act will be available and that, even if available, such exemption may not allow Seller to transfer all or any portion of the Series D Stock, the Conversion Shares under the circumstances, in the amounts or at the times Seller might propose.
Seller Bears Economic Risk. Seller is capable of evaluating the merits and risks of its investment in the Purchaser and has the capacity to protect its own interests. Seller may not sell, pledge or otherwise transfer any interest in the Escrow Shares (or the Conversion Shares underlying the Escrow Shares) unless the Escrow Shares (or the Conversion Shares underlying the Escrow Shares) are registered pursuant to the Securities Act or in reliance on an exemption from such registration is available under the Securities Act, and in the absence of such registration or exemption, Seller must bear the economic risk of this investment indefinitely. Seller understands that the Purchaser has no present intention of registering the Escrow Shares, the Belzberg Shares, the Conversion Shares or any shares of its Common Stock. Seller 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 Seller to transfer all or any portion of the Escrow Shares or the Conversion Shares underlying the Escrow Shares under the circumstances, in the amounts or at the times Seller might propose.
Seller Bears Economic Risk. Seller has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to PNG so that it is capable of evaluating the merits and risks of its investment in PNG and has the capacity to protect its own interests. Seller must bear the economic risk of this investment indefinitely unless the shares of Rollover Preferred Stock are registered pursuant to the Securities Act, or an exemption from registration is available. Seller understands that PNG has no present intention of registering the shares of Rollover Preferred Stock or any shares of common stock of PNG issuable in exchange therefor. Seller 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 Seller to transfer all or any portion of the shares of Rollover Preferred Stock under the circumstances, in the amounts or at the times Seller might propose.
Seller Bears Economic Risk. Seller has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it is capable of evaluating the merits and risks of its investment in the Purchaser and has the capacity to protect its own interests. Seller must bear the economic risk of this investment indefinitely unless the Shares are registered pursuant to the Securities Act, or an exemption from registration thereunder is available. Seller understands that the Purchaser has no present intention of registering the Shares. Seller 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 Seller to transfer all or any portion of the Shares under the circumstances, in the amounts or at the times Seller might propose.
Seller Bears Economic Risk. Seller has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to Parent so that it is capable of evaluating the merits and risks of its investment in Parent and has the capacity to protect its own interests. Seller must bear the economic risk of this investment indefinitely unless the Zitel Stock Consideration is registered pursuant to the Securities Act, or an exemption from registration is available. Seller 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 Seller to transfer all or any portion of the Zitel Stock Consideration under the circumstances, in the amounts or at the times Seller might propose.
