Sophistication, etc Sample Clauses

Sophistication, etc. (a) Seller and its advisors, if any, have been afforded an opportunity to ask questions of, and have received answers from, Purchaser regarding its business and the Consideration Shares and the transactions contemplated hereby; provided, however, that neither such inquiries nor any other due diligence investigations conducted by Seller or its advisors or representatives, nor any other statement made by Seller in this Section 3.1.9, shall modify, amend or affect the representations and warranties made by Purchaser under this Agreement or Seller's right to rely thereon. (b) Seller has, on account of its experience with investments and by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of the type contemplated hereby that it is capable of (i) evaluating the merits and risks of an investment in the Consideration Shares and making an informed investment decision, (ii) protecting its own interests (financially or otherwise), and (iii) bearing the economic risk of such investment for an indefinite period of time. (c) Seller is purchasing the Consideration Shares for its own account, and Seller understands and acknowledges that the offer and sale of the Consideration Shares as contemplated hereby have not been registered under the Securities Act, any state "Blue Sky" law, or any applicable foreign law or regulation, and that any subsequent transfer or offer to transfer by Seller or any representative thereof of the Consideration Shares are subject to registration requirements (and that Purchaser is under no obligation to so register such shares) or other restrictions arising under such laws and regulations in the absence of an available exemption therefrom. (d) Seller acknowledges that the information that is required under Rule 144 promulgated by the Securities Act is not presently publicly available and that Purchaser has no obligation to so make such information available as contemplated by such rule. (e) The Consideration Shares to be acquired by Seller are being acquired for investment. Seller has no present intention of selling, granting any participation in or otherwise distributing the Consideration Shares in violation of applicable Laws. (f) Each holder of equity interest in Seller is an accredited investor as defined by the Securities Act. (g) Seller has received and reviewed all the information that Seller has been provided, all the materi...
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Sophistication, etc. The Investor has experience as an investor in -------------------- securities of companies similar to the Company and has the knowledge, sophistication and experience in business and financial matters necessary to evaluate the merits and risks of an investment in the Securities and is able to bear the risks of its investment in the Securities and to afford the complete loss of such investment.
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Related to Sophistication, etc

  • Sophistication The Stockholder acknowledges that he is an informed and sophisticated investor and, together with his advisors, has undertaken such investigation as they have deemed necessary, including the review of the Merger Agreement and this Agreement, to enable the Stockholder to make an informed and intelligent decision with respect to the Merger Agreement and this Agreement and the transactions contemplated thereby and hereby.

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

  • Information and Sophistication Without lessening or obviating the representations and warranties of the Company set forth in Section 3, each Purchaser hereby: (i) acknowledges that it has received all the information it has requested from the Company and it considers necessary or appropriate for deciding whether to acquire the Securities, (ii) represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and to obtain any additional information necessary to verify the accuracy of the information given the Purchaser and (iii) further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment.

  • Experience A minimum of 1 year of IT work experience in computer systems or support with demonstrated working knowledge of basic hardware and software products and problem solving/troubleshooting skills.

  • Sophisticated Investor (i) Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities. (ii) Subscriber is aware that an investment in the Securities is highly speculative and subject to substantial risks because, among other things, the Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber is able to bear the economic risk of its investment in the Securities for an indefinite period of time.

  • Sophisticated Seller Seller is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the sale of Shares to Buyer.

  • Sophisticated Buyer Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the purchase of Shares from Seller.

  • Experience of the Purchaser The 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. The 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.

  • Expertise Such Member alone, or together with its representatives, possesses such expertise, knowledge and sophistication in financial and business matters generally, and in the type of transactions in which the Company proposes to engage in particular, that such Member is capable of evaluating the merits and economic risks of acquiring and holding the Units, and that such Member is able to bear all such economic risks now and in the future;

  • Experience, Financial Capability and Suitability Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act (as defined below) and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment in the Shares.

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