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 Shares are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that the Company has no present intention of registering the Shares. 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 Shares under the circumstances, in the amounts or at the times Purchaser might propose.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (NovaBay Pharmaceuticals, Inc.), Definitive Stock Purchase Agreement (Childrens Internet Inc), Definitive Stock Purchase Agreement (Children's Internet Holding Company, LLC)

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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 Shares are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that the Company has no present intention of registering the Shares. , 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 Shares under the circumstances, in the amounts or at the times Purchaser might propose.

Appears in 3 contracts

Samples: Preferred Stock and Warrant Purchase Agreement (New World Coffee Manhattan Bagel Inc), Preferred Stock and Warrant Purchase Agreement (New World Coffee Manhattan Bagel Inc), Preferred Stock and Warrant Purchase Agreement (Bet Associates Lp)

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 Shares are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that the Company has no present intention of registering the SharesShares 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 Shares under the circumstances, in the amounts or at the times Purchaser might propose.

Appears in 3 contracts

Samples: Subscription Agreement (Opexa Therapeutics, Inc.), Subscription Agreement (Signal Genetics, Inc.), Common Stock Purchase Agreement (U.S. Auto Parts Network, Inc.)

Purchaser Bears Economic Risk. The Purchaser has substantial experience in evaluating and investing in private placement transactions of involving 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 Purchaser must bear the economic risk of this its investment in the Shares indefinitely unless the Shares Shares, as the case may be, are subsequently registered pursuant to the Securities Act, Act or an exemption from registration is available. The Purchaser understands that the Company has no present intention of registering the Shares. 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 the Purchaser to transfer all or any portion of the Shares under the circumstances, in the amounts or at the times the Purchaser might propose.

Appears in 2 contracts

Samples: Purchase Agreement (Lorex Investments Ag), Purchase Agreement (Retail Ecommerce Ventures LLC)

Purchaser Bears Economic Risk. Purchaser has substantial experience in evaluating and investing in private placement transactions securities 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 Shares Securities are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that the Company has no present intention of registering the SharesSecurities 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 Shares Securities under the circumstances, in the amounts or at the times Purchaser might propose.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Anthera Pharmaceuticals Inc)

Purchaser Bears Economic Risk. Purchaser has substantial experience in evaluating and investing in private placement transactions securities 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 Shares Securities are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that the Company has no present intention of registering the SharesSecurities. 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 Shares Securities under the circumstances, in the amounts or at the times Purchaser might propose.

Appears in 1 contract

Samples: Note Purchase Agreement (Anthera Pharmaceuticals Inc)

Purchaser Bears Economic Risk. Purchaser The Holder 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 The Holder must bear the economic risk of this investment indefinitely unless the Shares Securities are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser The Holder understands that the Company has no present intention of registering the SharesSecurities. Purchaser The Holder 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 the Holder to transfer all or any portion of the Shares Securities under the circumstances, in the amounts or at the times Purchaser the Holders might propose.

Appears in 1 contract

Samples: Exchange Agreement (Cartesian Growth Corp)

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 Shares are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that the Company has no present intention of registering the Shares. 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 Shares under the circumstancesShares, in the amounts or at the times Purchaser might propose.

Appears in 1 contract

Samples: Series a Preferred Stock Purchase Agreement (Sealed Air Corp/De)

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Purchaser Bears Economic Risk. The Purchaser has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it and is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. The Purchaser 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. The Purchaser understands that the Company has no present intention of registering the Shares. The 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 the Purchaser to transfer all or any portion of the Shares under the circumstances, in the amounts or at the times the Purchaser might propose.

Appears in 1 contract

Samples: Share Subscription Agreement (uniQure N.V.)

Purchaser Bears Economic Risk. The 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. The Purchaser 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. The Purchaser understands that the Company has no present intention of registering the Shares. The 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 the Purchaser to transfer all or any portion of the Shares under the circumstances, in the amounts or at the times the Purchaser might propose.

Appears in 1 contract

Samples: Stock Purchase Agreement (Coral Systems 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 until the Shares (or the Conversion Shares) are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that available and the Company has no present intention of registering the SharesShares or Conversion Shares are subsequently sold. 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 Shares or the Conversion Shares under the circumstances, in the amounts or at the times Purchaser might propose.

Appears in 1 contract

Samples: Series B Preferred Stock Purchase Agreement (FMC Corp)

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 Media and it is capable of evaluating the merits and risks of its investment in the Company Media and has the capacity to protect its own interests. Purchaser must bear the economic risk of this investment indefinitely unless the Media Shares are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that the Company Media has no present intention of registering the Media Shares. 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 Media Shares under the circumstances, in the amounts or at the times Purchaser might propose.

Appears in 1 contract

Samples: Stock Purchase Agreement (Verint Systems 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 Shares are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that the Company has no present intention of registering the Company Shares. 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 Shares under the circumstancesCompany Shares, in the amounts or at the times Purchaser might propose.

Appears in 1 contract

Samples: Stock Purchase Agreement (Housman Elie)

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