Investment Risks. The undersigned represents that he, she or it has read and understands all of the “Risk Factors” set forth in the Company’s Private Placement memorandum dated November __, 201 and has had available the ▇▇▇▇▇▇ discussion of those “Risk Factors” set forth in the Company’s most recent Form 10-K and Form 10-Q on file with the Commission. Without limiting the foregoing, the undersigned has such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of an investment in the Warrant Shares. The undersigned recognizes that the Company is a development stage company with an extremely limited financial and operating history, that the development of vaccines is difficult, time consuming, and expensive, and that an investment in the Company involves very significant risks. The undersigned further recognizes that (A) an investment in the Company is highly speculative, (B) an investor may not be able to liquidate his, her or its investment, (C) transferability of the Warrant Shares is extremely limited, (D) in the event of a disposition, the investor could sustain a loss of his, her or its entire investment, and (E) the Company intends to continue to raise additional funds in the near future through the sale of equity, and that any such sale below the Exercise Price set forth in the Warrant may be on terms to investors that are more favorable than the terms to the undersigned. The undersigned is capable of bearing the economic risks of an investment in the Warrant Shares, including, but not limited to, the possibility of a complete loss of the undersigned’s investment, as well as limitations on the transferability of the Warrant Shares, which may make the liquidation of an investment in the Warrant Shares difficult or impossible for the indefinite future. The undersigned acknowledges that legal advice has been provided to the Company by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, and that such law firm has neither provided advice to the undersigned nor performed any due diligence on the undersigned’s behalf. The undersigned acknowledges that he, she or it has been advised to seek his, her or its own independent counsel from attorneys, accountants and other advisors with respect to an investment in this offering.
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (GeoVax Labs, Inc.), Common Stock Purchase Warrant (GeoVax Labs, Inc.)
Investment Risks. The undersigned represents that he, she or it has read and understands all of the “Risk Factors” set forth in the Company’s Private Placement memorandum dated November __, 201 and has had available the ▇▇▇▇▇▇ discussion of those “Risk Factors” set forth in the Company’s most recent Form 10-K and Form 10-Q on file with the CommissionSEC. Without limiting the foregoing, the undersigned has such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of an investment in the Warrant SharesNote. The undersigned recognizes that the Company is a development stage company with an extremely limited financial and operating history, that the development of vaccines medical devices is difficult, time consuming, and expensive, and that an investment in the Company involves very significant risks. The undersigned further recognizes that (A) an investment in the Company is highly speculative, (B) an investor may not be able to liquidate his, her or its investment, (C) transferability of the Warrant Shares Note is extremely limited, (D) in the event of a disposition, the investor could sustain a loss of his, her or its entire investment, and (E) the Company intends to continue to raise additional funds in the near future through the sale of equity, and that any such sale below the Exercise Price conversion events set forth in the Warrant Note may be on terms to investors that are more favorable than the terms to the undersigned. The undersigned is capable of bearing the economic risks of an investment in the Warrant SharesNote and the Warrants, including, but not limited to, the possibility of a complete loss of the undersigned’s investment, as well as limitations on the transferability of the Warrant SharesNote and the Warrants, which may make the liquidation of an investment in the Warrant Shares Note and the Warrants difficult or impossible for the indefinite future. The undersigned acknowledges that legal advice has been provided to the Company by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLPPLLC, and that such law firm has neither provided advice to the undersigned Subscriber nor performed any due diligence on the undersignedSubscriber’s behalf. The undersigned acknowledges that he, she or it has been advised to seek his, her or its own independent counsel from attorneys, accountants and other advisors with respect to an investment in this offering.
Appears in 2 contracts
Sources: Revolving Secured Line of Credit Agreement (Mimedx Group, Inc.), Subscription Agreement (Mimedx Group, Inc.)
Investment Risks. The undersigned represents that he, she or it has read and understands all of the “Risk Factors” set forth in the Company’s Private Placement memorandum dated November __, 201 and has had available the ▇▇▇▇▇▇ discussion of those “Risk Factors” set forth in the Company’s most recent Form 10-K and Form 10-Q on file with the CommissionSEC. Without limiting the foregoing, the undersigned has such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of an investment in the Warrant SharesStock. The undersigned recognizes that the Company is a development stage company with an extremely limited financial and operating history, that the development of vaccines medical devices is difficult, time consuming, and expensive, and that an investment in the Company involves very significant risks. The undersigned further recognizes that (A) an investment in the Company is highly speculative, (B) an investor may not be able to liquidate his, her or its investment, (C) transferability of the Warrant Shares Stock is extremely limited, (D) in the event of a disposition, the investor could sustain a loss of his, her or its entire investment, and (E) the Company intends will require significant additional financing in order to continue to its business, (F) the Company has never had any revenues and may not have any significant revenues for the foreseeable future, and (G) the Company may raise additional funds in the near future through the sale of equity, and that any such sale below the Exercise Price set forth in purchase price paid by the Warrant undersigned for the Stock may be on terms to investors that are more favorable than the terms to the undersigned. The undersigned is capable of bearing the economic risks of an investment in the Warrant SharesStock, including, but not limited to, the possibility of a complete loss of the undersigned’s investment, as well as limitations on the transferability of the Warrant SharesStock, which may make the liquidation of an investment in the Warrant Shares Stock difficult or impossible for the indefinite future. The undersigned acknowledges that legal advice has been provided to the Company by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, and that such law firm has neither provided advice to the undersigned nor performed any due diligence on the undersigned’s behalf. The undersigned acknowledges that he, she or it has been advised to seek his, her or its own independent counsel from attorneys, accountants and other advisors with respect to an investment in this offering.
Appears in 2 contracts
Sources: Subscription and Stock Purchase Agreement (Mimedx Group, Inc.), Subscription and Stock Purchase Agreement (Mimedx Group, Inc.)
Investment Risks. The undersigned represents that he, she or it has read and understands all of the “Risk Factors” set forth in the Company’s Private Placement memorandum dated November __, 201 and has had available the ▇▇▇▇▇▇ discussion of those “Risk Factors” set forth in the Company’s most recent Form 10-K and Form 10-Q on file with the CommissionSEC. Without limiting the foregoing, the undersigned has such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of an investment in the Warrant SharesNote. The undersigned recognizes that the Company is a development stage company with an extremely limited financial and operating history, that the development of vaccines medical devices is difficult, time consuming, and expensive, and that an investment in the Company involves very significant risks. The undersigned further recognizes that (A) an investment in the Company is highly speculative, (B) an investor may not be able to liquidate his, her or its investment, (C) transferability of the Warrant Shares Note is extremely limited, (D) in the event of a disposition, the investor could sustain a loss of his, her or its entire investment, and (E) the Company intends will require significant additional financing in order to continue its business, (F) the Company has never had any revenues and may not have any significant revenues for the foreseeable future, and (G) the Company intends to raise additional funds in the near future through the sale of equity, and that any such sale below the Exercise Price conversion events set forth in the Warrant Note may be on terms to investors that are more favorable than the terms to the undersigned. The undersigned is capable of bearing the economic risks of an investment in the Warrant SharesNote, including, but not limited to, the possibility of a complete loss of the undersigned’s investment, as well as limitations on the transferability of the Warrant SharesNote, which may make the liquidation of an investment in the Warrant Shares Note difficult or impossible for the indefinite future. The undersigned acknowledges that legal advice has been provided to the Company by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLPPLLC, and that such law firm has neither provided advice to the undersigned Subscriber nor performed any due diligence on the undersignedSubscriber’s behalf. The undersigned acknowledges that he, she or it has been advised to seek his, her or its own independent counsel from attorneys, accountants and other advisors with respect to an investment in this offering.
Appears in 2 contracts
Sources: Subscription Agreement (Mimedx Group, Inc.), Subscription Agreement (Mimedx Group, Inc.)
Investment Risks. The undersigned represents that he, she or it has read and understands all of the “Risk Factors” set forth in the Company’s Private Placement memorandum dated November __, 201 and has had available the ▇▇▇▇▇▇ discussion of those “Risk Factors” set forth in the Company’s most recent Form 10-K and Form 10-Q on file with the CommissionSEC. Without limiting the foregoing, the undersigned has such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of an investment in the Warrant SharesNote. The undersigned recognizes that the Company is a development stage company with has had an extremely limited financial and operating history, that the development and commercialization of vaccines medical devices is difficult, time consuming, and expensive, and that an investment in the Company involves very significant risks. The undersigned further recognizes that (A) an investment in the Company is highly speculative, (B) an investor may not be able to liquidate his, her or its investment, (C) transferability of the Warrant Shares Note is extremely limited, (D) in the event of a disposition, the investor could sustain a loss of his, her or its entire investment, and (E) the Company intends will require significant additional financing in order to continue its business, (F) ) the Company has had a limited operating history and has been operating at a deficit and may not achieve profitability in the near or long term, and (G) the Company may need to raise additional funds in the near future through the sale of equity, and that any such sale below the Exercise Price set forth in the Warrant may be on terms to investors that are more favorable than the terms to the undersigned. The undersigned is capable of bearing the economic risks of an investment in the Warrant SharesNote, including, but not limited to, the possibility of a complete loss of the undersigned’s investment, as well as limitations on the transferability of the Warrant SharesNote, which may make the liquidation of an investment in the Warrant Shares Note difficult or impossible for the indefinite future. The undersigned acknowledges that legal advice has been provided to the Company by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLPPLLC, and that such law firm has neither provided advice to the undersigned Subscriber nor performed any due diligence on the undersignedSubscriber’s behalf. The undersigned acknowledges that he, she or it has been advised to seek his, her or its own independent counsel from attorneys, accountants and other advisors with respect to an investment in this offering.
Appears in 1 contract
Investment Risks. The undersigned (a) Each Purchaser severally represents and warrants that: (i) such Purchaser, with the assistance of such Purchaser's advisors, understands the risks of an investment in the Notes; (ii) such Purchaser is aware that there are substantial risks incident to an investment in the Notes and such Purchaser has made an independent investment decision to purchase the Notes after conducting such investigation as such Purchaser has deemed appropriate, which has included a review of the terms of the Notes, the other Basic Documents and related matters, of the risks relating to an investment in the Notes, and of the tax, accounting and regulatory implications relating to an investment in the Notes; and (iii) such Purchaser severally represents that he, she or it has read and understands all of the “Risk Factors” set forth in the Company’s Private Placement memorandum dated November __, 201 and has had available the ▇▇▇▇▇▇ discussion of those “Risk Factors” set forth in the Company’s most recent Form 10-K and Form 10-Q on file with the Commission. Without limiting the foregoing, the undersigned has such knowledge and experience in investing in securities (including, without limitation, securities backed by commercial loan assets (including venture loans and sponsor finance loans) and related financial and business matters that he, she or it matters) and is capable of evaluating the merits and risks of an investment in the Warrant Shares. The undersigned recognizes that Notes.
(b) Each Purchaser severally represents and warrants that: (i) such Purchaser has evaluated the Company is a development stage company with an extremely limited risks of investing in the Notes; (ii) such Purchaser has sought such accounting, legal, tax, regulatory, business, financial and operating history, that investment advice as it has considered necessary to make an informed investment decision; (iii) such Purchaser understands there are substantial risks of loss incidental to the development purchase of vaccines the Notes and is difficult, time consuming, and expensive, and that an able to bear such risks; (iv) can afford a complete loss of its investment in the Company involves very significant risks. The undersigned further recognizes Notes; and (v) has determined that the Notes are a suitable investment for it.
(c) Each Purchaser severally represents that (i) the Issuer and the other Alpine Parties (or one or more of their affiliates) have furnished or provided such Purchaser with access to, and such Purchaser has had an opportunity to review, (A) an investment in the Company is highly speculative, Closing Information and (B) an investor may not be able such other information concerning the Notes and the underlying assets as is relevant to liquidate hisits decision to purchase the Notes, her or its investmentincluding the Basic Documents, (Cii) transferability such Purchaser has had the opportunity to ask questions of the Warrant Shares is extremely limitedIssuer and the other Alpine Parties concerning the Alpine Parties, their respective business and the terms and conditions of the Notes and the other Basic Documents, (Diii) in any questions arising from such Purchaser's review of such information have been answered by the event Issuer or another Alpine Party (or one or more of a disposition, the investor could sustain a loss of his, her or its entire investment, their affiliates) to such Purchaser's satisfaction and (Eiv) such Purchaser has received all information, including any information regarding the Company intends underlying assets, that such Purchaser believes to continue to raise additional funds be necessary or appropriate in the near future through the sale of equity, and that any such sale below the Exercise Price set forth in the Warrant may be on terms to investors that are more favorable than the terms to the undersigned. The undersigned is capable of bearing the economic risks connection with its consideration of an investment in the Warrant SharesNotes.
(d) Each Purchaser severally represents and warrants that it is not purchasing the Notes as a result of or subsequent to (i) any advertisement, includingarticle, but notice or other communications published in any newspaper, magazine or similar media (including any internet site that is not limited topassword protected) or broadcast over television or radio or (ii) any seminar or meeting whose attendees, the possibility of including such Purchaser, had been invited as a complete loss result of, subsequent to or pursuant to any of the undersigned’s investment, as well as limitations on the transferability of the Warrant Shares, which may make the liquidation of an investment in the Warrant Shares difficult or impossible for the indefinite future. The undersigned acknowledges that legal advice has been provided to the Company by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, and that such law firm has neither provided advice to the undersigned nor performed any due diligence on the undersigned’s behalf. The undersigned acknowledges that he, she or it has been advised to seek his, her or its own independent counsel from attorneys, accountants and other advisors with respect to an investment in this offeringforegoing.
Appears in 1 contract
Sources: Note Purchase Agreement (Alpine Summit Energy Partners, Inc.)