Experience; Investment. Each Shareholder has such knowledge and experience in financial and business matters as to enable such Shareholder (i) to utilize the information made available to it and him in connection with the transactions contemplated by this Agreement and the other Merger Agreements, (ii) to evaluate the merits and risks associated with the acquisition of the Parent Common Stock, and (iii) to make an informed decision with respect thereto. The business and financial experience of each Shareholder is such that Parent and Merger Sub could reasonably assume such persons have the capacity to protect their own interests in connection with the offer, sale and issuance of the Parent Common Stock. Each Shareholder is financially capable of bearing the risk of loss of any and all consideration surrendered in exchange for the Parent Common Stock and acknowledges that an investment in the Parent Common Stock involves a high degree of risk, including a possible total loss of investment, and the purchase price of the Parent Common Stock may not be indicative of the future value of the securities. Except as disclosed on Schedule 4.38, each Shareholder represents that because of one or more of the following criteria, such Shareholder is an "accredited investor" within the meaning of Regulation D promulgated by the SEC under the Securities Act, by reason of: (1) such person is a natural person who has a net worth or joint net worth with the person's spouse exceeding $1,000,000 at the time of purchase; (2) such person is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and who reasonably expects to reach the same income level in the current year; (3) such person is a corporation, partnership or trust with total assets in excess of $5,000,000; or (4) all of such person's shareholders, partners or members, as the case may be, participating in the investment in the Parent, are "accredited investors." Company and each Shareholder understand that the officers, directors, attorneys and other advisors of Parent and Merger Sub will rely upon the representations and warranties made by Company and the Shareholders in this Agreement in order to establish any necessary exemption from the registration provisions of the Securities Laws.
Experience; Investment. The Company and Shareholder have such ---------------------- knowledge and experience in financial and business matters as to enable the Company and Shareholder (a) to utilize the information made available to them in connection with the offering of the Common Stock, (b) to evaluate the merits and risks associated with a purchase of the Common Stock, and (c) to make an informed decision with respect thereto. The Company's and Shareholder's business and financial experience is such that InterCept could reasonably assume that the Company and Shareholder have the capacity to protect their own interests in connection with the offer, sale and issuance of the Common Stock. The Company and Shareholder are financially capable of bearing the risk of loss of any and all consideration paid for the Common Stock, and acknowledge that an investment in the Common Stock involves a high degree of risk, and the consideration for the Common Stock has been determined by negotiation between InterCept and the Company and Shareholder and may not be indicative of the future value of the securities. The Company and Shareholder are acquiring the Common Stock for the Company's account, and not with a view to, or for sale in connection with, any distribution thereof. The Company and Shareholder understand that the Common Stock has not been registered under the Securities Act, or any state securities laws, by reason of specific exemptions from the registration provisions of the Securities Act and such laws that may depend upon, among other things, the bona fide nature of the Company's and Shareholder's investment intent as expressed herein. Each of the Company and Shareholder is an "accredited investor" within the meaning of Regulation D promulgated by the Securities and Exchange Commission (the "SEC") under the --- Securities Act. The Company and Shareholder acknowledge that InterCept and its officers, directors, and other Affiliates will rely upon the representations and warranties made by the Company and Shareholder in this Agreement in order to establish an exemption from the registration requirements of the Securities Act and applicable state securities laws and that InterCept shall place legends on the Common Stock and stop transfer instructions on its books to reflect that the Common Stock has not been registered under the Securities Act and applicable state laws.
Experience; Investment. Each Shareholder has such knowledge and ---------------------- experience in financial and business matters as to enable such Shareholder (a) to utilize the information made available to him in connection with the transactions contemplated by this Agreement and the other Purchase Agreements, (b) to evaluate the merits and risks associated with the acquisition of Purchaser Common Stock pursuant hereto, and (c) to make an informed decision with respect thereto. Each Shareholder's business and financial experience is such that Purchaser could reasonably assume such Shareholder has the capacity to protect his own interests in connection with the offer, sale and issuance of the Purchaser Common Stock. Each Shareholder is financially capable of bearing the risk of loss of any and all consideration surrendered in exchange for the Purchaser Common Stock and acknowledges that an investment
Experience; Investment. The Transferor has such knowledge and ---------------------- experience in financial and business matters as to enable it (a) to utilize the information made available to it in connection with the transactions contemplated by this Agreement and the other Contribution Agreements, (b) to evaluate the merits and risks associated with the acquisition of Company Common Stock pursuant hereto, and (c) to make an informed decision with respect thereto. The Transferor's business and financial experience is such that InterCept and the Company could reasonably assume the Transferor has the capacity to protect its own interests in connection with the offer, sale and issuance of the Company Common Stock. The Transferor is financially capable of bearing the risk of loss of the Consideration surrendered in exchange for the Company Common Stock, and acknowledges that an investment in the Company Common Stock involves a high degree of risk, including a possible total loss of investment, and the Consideration may not be indicative of the future value of the securities. The Transferor represents that it is an "accredited investor" within the meaning of Regulation D promulgated by the Commission under the Securities Act, by reason of the fact the Transferor is a bank as defined in Section 3(a)(2) of the Securities Act. The Transferor understands that the officers, directors, attorneys and other advisors of InterCept and the Company will rely upon the representations and warranties made by the Transferor in this Agreement in order to establish any necessary exemption from the registration provisions of the Securities Act and applicable state securities laws.
Experience; Investment. Purchaser has such knowledge and experience ---------------------- in financial and business matters as to enable Purchaser (a) to utilize the information made available to it in connection with the offering of the Purchased Shares and the Warrant, (b) to evaluate the merits and risks associated with a purchase of the Purchased Shares and the Warrant, and (c) to make an informed decision with respect thereto. Purchaser's business and financial experience is such that the Company could reasonably assume Purchaser has the capacity to protect its own interests in connection with the offer, sale and issuance of the Purchased Shares and the Warrant. Purchaser is acquiring the Purchased Shares and the Warrant solely for its own account, not as a nominee or agent, and not with a view to, or for sale in connection with, any distribution thereof. Purchaser is an "accredited investor" within the meaning of Regulation D promulgated by the Commission under the Securities Act by reason of being a corporation with assets in excess of $5,000,000.
Experience; Investment. The Company and each Shareholder have such knowledge and experience in financial and business matters as to enable the Company and each Shareholder (a) to utilize the information made available to the Company and each Shareholder in connection with the transactions contemplated by this Agreement and the other Purchase Agreements, (b) to evaluate the merits and risks associated with the acquisition of Netzee Common Stock pursuant hereto, and (c) to make an informed decision with respect thereto. The Company and each Shareholder have such business and financial experience such that Purchaser and Netzee could reasonably assume the Company and each Shareholder have the capacity to protect its or his own interests in connection with the offer, sale and issuance of Netzee Common Stock. The Company and each Shareholder are financially capable of bearing the risk of loss of any and all consideration surrendered in exchange for the Netzee Common Stock, and acknowledge that an investment in Netzee Common Stock involves a high degree of risk, including a possible total loss of investment, and that the market price of Netzee Common Stock on the Closing Date may not be indicative of its future value. The Company and each Shareholder represent that it or he or she is an "ACCREDITED INVESTOR" within the meaning of Regulation D ("REGULATION D") promulgated by the Commission under the Securities Act. The Company and each Shareholder understand that the officers, directors, attorneys and other advisors of Purchaser and Netzee will rely upon the representations and warranties made by the Company and each Shareholder in this Agreement in order to establish any necessary exemption from the registration provisions of the Securities Laws.
Experience; Investment. HBOC is acquiring the New Warrants and the shares issuable upon exercise of the New Warrants solely for its own account, not as a nominee or agent, and not with a view to, or for sale in connection with, any distribution thereof, as that term is used under the Securities Act. HBOC represents that it is an "accredited investor" within the meaning of Rule 501(a)(3) of Regulation D promulgated by the Commission under the Securities Act. In addition, HBOC represents that it relied upon no form of general solicitation or general advertising from WebMD or its representatives in connection with the issuance of the New Warrants, the Warrant Shares or other securities.
Experience; Investment. Purchaser has such knowledge and experience ---------------------- in financial and business matters as to enable Purchaser (a) to utilize the information made available to it in connection with the offering of the Purchased Shares, the Investment Warrant and the Performance Warrant, (b) to evaluate the merits and risks associated with a purchase of the Purchased Shares, the Investment Warrant and the Performance Warrant, and (c) to make an informed decision with respect thereto. Purchaser's business and financial experience is such that the Company could reasonably assume Purchaser has the capacity to protect its own interests in connection with the offer, sale and issuance of the Purchased Shares, the Investment Warrant and the Performance Warrant. Purchaser is acquiring the Purchased Shares, the Investment Warrant and the Performance Warrant solely for its own account, not as a nominee or agent, and not with a view to, or for sale in connection with, any distribution thereof. Purchaser is an "accredited investor" within the meaning of Regulation D promulgated by the Commission under the Securities Act, by reason of being a corporation with assets in excess of $5,000,000.
Experience; Investment. The Company has such knowledge and experience in financial and business matters as to enable the Company (a) to utilize the information made available to the Company in connection with the transactions contemplated by this Agreement and the other Purchase Agreements, (b) to evaluate the merits and risks associated with the acquisition of Purchaser Common Stock pursuant hereto, and (c) to make an informed decision with respect thereto. The Company has such business and financial experience such that Purchaser could reasonably assume the Company has the capacity to protect its own interests in connection with the offer, sale and issuance of Purchaser Common Stock. The Company is financially capable of bearing the risk of loss of any and all consideration surrendered in exchange for the Purchaser Common Stock, and acknowledges that an investment in Purchaser Common Stock involves a high degree of risk, including a possible total loss of investment, and that the market price of Purchaser Common Stock on the Closing Date may not be indicative of its future value. The Company represents that it and each of its shareholders is an "ACCREDITED INVESTOR" within the meaning of Regulation D ("REGULATION D") promulgated by the Commission under the Securities Act. The Company understands that the officers, directors, attorneys and other advisors of Purchaser will rely upon the representations and warranties made by the Company in this Agreement in order to establish any necessary exemption from the registration provisions of the Securities Laws.
Experience; Investment. Purchaser has such knowledge and experience in financial and business matters as to enable Purchaser (a) to utilize the information made available to it in connection with the offering of the Class C Shares, (b) to evaluate the merits and risks associated with a purchase of the Class C Shares, and (c) to make an informed decision with respect thereto. Purchaser's business and financial experience is such that the Company could reasonably assume Purchaser has the capacity to protect its own interests in connection with the offer, sale and issuance of the Class C Shares. Purchaser is acquiring the Class C Shares solely for its own account, not as a nominee or agent, and not with a view to, or for sale in connection with, any distribution thereof.
