Common use of Purchaser Bears Economic Risk Clause in Contracts

Purchaser Bears Economic Risk. 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. Purchaser must bear the economic risk of this investment indefinitely unless the Securities (or the Warrant Shares) are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that other than pursuant to the terms of this Agreement the Company has no present intention of registering the Securities, the Warrant Shares or any shares of its Common Stock. Purchaser 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 Purchaser to transfer all or any portion of the Securities or the Warrant Shares under the circumstances, in the amounts or at the times Purchaser might propose.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (E Digital Corp), Note and Warrant Purchase Agreement (E Digital Corp)

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Purchaser Bears Economic Risk. Such Purchaser has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it such Purchaser is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Such Purchaser must bear the economic risk of this investment indefinitely unless the Subject Securities (or the Warrant Additional Shares) are registered pursuant to the Securities Act, or an exemption from registration is available. Such Purchaser understands that other than pursuant to the terms of this Agreement the Company has no present intention of registering the Subject Securities, the Warrant Additional Shares or any shares of its Common Stockstock. Such Purchaser 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 such Purchaser to transfer all or any portion of the Subject Securities or the Warrant Additional Shares under the circumstances, in the amounts or at the times such Purchaser might propose.

Appears in 2 contracts

Samples: Purchase Common Stock (Nimblegen Systems Inc), Purchase Common Stock (Nimblegen Systems Inc)

Purchaser Bears Economic Risk. Such 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. Such Purchaser must bear the economic risk of this investment indefinitely unless the Securities Warrants (or the Warrant Shares) are registered pursuant to the Securities Act, or an exemption from registration is available. Such Purchaser understands that other than pursuant to except as otherwise contemplated by the terms of this Agreement Registration Rights Agreement, the Company has no present intention of registering the SecuritiesWarrants, the Warrant Shares or any shares of its Common Stock. Such Purchaser 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 such Purchaser to transfer all or any portion of the Securities Warrants or the Warrant Shares under the circumstances, in the amounts or at the times such Purchaser might propose.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Dominion Homes Inc)

Purchaser Bears Economic Risk. 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. Purchaser must bear the economic risk of this investment indefinitely unless the Securities (Shares, the Conversion Shares, or the Warrant Shares) Shares are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that other than pursuant to the terms of this Agreement the Company has no present intention of registering the SecuritiesShares, the Conversion Shares, the Warrant Shares or any shares of its Common Stock. Purchaser 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 Purchaser to transfer all or any portion of the Securities Shares, the Conversion Shares, or the Warrant Shares under the circumstances, in the amounts or at the times Purchaser might propose.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Inphonic Inc)

Purchaser Bears Economic Risk. 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. Purchaser must bear the economic risk of this investment indefinitely unless the Securities (or and, if Purchaser exercises the Warrants, the Warrant Shares) , are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that other than pursuant to the terms of this Agreement the Company has no present intention of registering the Securities, Securities or the Warrant Shares or any shares of its Common StockShares. Purchaser 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 Purchaser to transfer all or any portion of the Securities or or, if it exercises the Warrants, the Warrant Shares Shares, under the circumstances, in the amounts or at the times Purchaser might propose.

Appears in 1 contract

Samples: Unit Purchase Agreement (NovaBay Pharmaceuticals, Inc.)

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Purchaser Bears Economic Risk. 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. Purchaser must bear the economic risk of this investment indefinitely unless the Securities Shares (or the Warrant Conversion Shares) or the Compensation Stock are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that other than pursuant to the terms of this Agreement the Company has no present intention of registering the SecuritiesShares, the Warrant Shares Conversion Shares, the Compensation Stock, or any shares of its Common Stock. Purchaser 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 Purchaser to transfer all or any portion of the Securities Shares or the Warrant Conversion Shares or the Compensation Stock under the circumstances, in the amounts or at the times Purchaser might propose.

Appears in 1 contract

Samples: Purchase Agreement (Friendable, Inc.)

Purchaser Bears Economic Risk. 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. Purchaser must bear the economic risk of this investment indefinitely unless the Securities (or the Warrant Conversion Shares) are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that other than pursuant to the terms of this Agreement the Company has no present intention of registering the Securities, the Warrant Conversion Shares or any shares of its Common Stock. Purchaser 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 Purchaser to transfer all or any portion of the Securities or the Warrant Conversion Shares under the circumstances, in the amounts or at the times Purchaser might propose.

Appears in 1 contract

Samples: Stock and Warrant Purchase Agreement (American Technology Corp /De/)

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