OTHER RISK FACTORS Sample Clauses

OTHER RISK FACTORS. Pregnancy- I understand that, if pregnancy does result from these procedures, there is a possibility that ectopic pregnancy, miscarriage, stillbirth or birth defects, complications of childbirth or delivery, multiple births, undesirable hereditary characteristics or tendencies of my offspring or other adverse consequences could occur. Ovarian Cancer – I have also been informed that, in the general population, any woman has a 1 in 70 chance of developing ovarian cancer during her lifetime. Studies have shown that infertile women have a higher chance of developing ovarian cancer than fertile women. I have been informed that the medications I have been prescribed as an egg recipient have not been associated with ovarian cancer. Psychological Risks – It has been explained to me that undergoing IVF treatment is psychologically stressful. I have also been told that anxiety and disappointment may occur at any of the phases described above, and that the period of time between embryo transfer and the receipt of the results of my pregnancy test may be particularly stressful. For these reasons, I have been encouraged to meet with a counselor before, during and after my treatment cycle. Further Acknowledgments, Agreements and Consents I acknowledge that I am voluntarily agreeing to receive human eggs donated by another woman in an effort to assist me to achieve a pregnancy through IVF. I acknowledge that I have read and fully understand this agreement/consent form, as well as the IVF Patient Handbook provided to me by the IVF team (I also viewed the IVF Program Video), and that all of my questions concerning the above-described treatments have been fully answered to my satisfaction. By participating as a recipient of donated eggs, I accept the responsibilities, conditions and risks involved as set out in this document and as explained to me by the IVF team. In addition, I consent to the techniques and procedures described in this document and explained by the IVF team. I and my Partner (if applicable) understand that medical information concerning me/us and this treatment process may be analyzed and could be used in a publication which would not contain any identifying information, and I authorize such analysis and publication. I and my Partner (if applicable) each hereby acknowledges that, if offspring results from the procedures described in this document, there is a possibility that such offspring could be mentally or physically abnormal, or have undesirable heredi...
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OTHER RISK FACTORS. 8. Client acknowledges and agrees that he or she has read and understood the Disclosure Document of the Advisor. Client understands that Advisor's recommendations and authorization to trade shall be for the Account and risk of Client.
OTHER RISK FACTORS. Pregnancy- I understand that, if pregnancy does result from these procedures, there is a possibility that ectopic pregnancy, miscarriage, stillbirth or birth defects, complications of childbirth or delivery, multiple births, undesirable hereditary characteristics or tendencies of my offspring or other adverse consequences could occur. There is also a risk that pregnancy may not occur. I understand that I will be given additional information about my labor and delivery by my obstetrician and will be asked to sign a separate consent form. Psychological Risks – It has been explained to me that acting as a gestational carrier can be psychologically stressful. The ability to transfer an embryo into the uterus of an unrelated woman is relatively new in human experience and there is little information about the psychological effects of treatment on the individuals involved in this arrangement. In particular, I understand that the psychological and emotional risks of carrying a child for another woman are currently unknown, especially if the Intended Parents and the gestational carrier continue to have a social relationship after the child is born. For these reasons, I have been encouraged to meet with a counselor before, during and after my participation.
OTHER RISK FACTORS. The risks of the type and nature described under the section entitled “Risk Factors” and the matters described under the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” In the judgment of Five9’s board, however, these potential risks were more than offset by the potential benefits of the merger discussed above. The foregoing discussion of the information and factors considered by the Five9 board is not intended to be exhaustive, but includes the material factors that the Five9 board considered. In reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement, including the merger, the Five9 board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Five9 board considered all these factors as a whole, and overall considered the factors to be favorable to, and to support, its determination. The Five9 board conducted an overall review of the factors described above, and unanimously determined that the merger is fair to, advisable to, and in the best interests of, Five9 and Five9’s stockholders. In considering the recommendation of Five9’s board to adopt the merger agreement, Five9’s stockholders should be aware that the executive officers and directors of Five9 have certain interests in the merger that may be different from, or in addition to, the interests of Five9 stockholders generally, as more fully described in the section entitled “—Interests of Five9 Directors and Executive Officers in the Merger.” The Five9 board was aware of these interests and considered them when approving the merger agreement and recommending that Five9 stockholders vote to adopt the merger agreement. Projected Financial Information Although Five9 has publicly issued limited short-term guidance concerning certain aspects of its expected financial performance, it does not, as a matter of course, make public disclosure of detailed forecasts or projections of its expected financial performance for extended periods due to, among other things, the inherent difficulty of accurately predicting future periods and the likelihood that the underlying assumptions and estimates may prove incorrect. However, in connection with the transaction with Zoom, Five9’s senior management prepared and approved for use certain unaudited prospective financial information which was provided to and considered by the Five9 boa...
OTHER RISK FACTORS. Ever been tested for HIV § No (ref) 1.0 Yes 1.7 1.3 - 2.3 0.0006 Tested for HIV since last interview ξ No (ref) 1.0 Yes 1.0 0.8 - 1.3 0.80 History of arrest ever No (ref) 1.0 Yes 1.3 0.9 – 2.0 0.14 Experience of physical violence from the most recent male sex partner § No (ref) 1.0 Yes 2.0 1.4 - 2.8 0.0001 Experience of sexual violence from the most recent male sex partner § No (ref) 1.0 Yes 2.2 1.3 - 3.8 0.005 * UAI: Unprotected anal intercourse † RR = Crude risk ratio; P = P-value for score test statistic; CI=Confidence interval § Statistically significant at p-value ⦤ 0.05 and selected for the multivariate generalized linear mixed model ‡ Compensated sex: had sex with male partner for money, drugs, food, or something else of value ¶ General Education Diploma ξ HIV test since last interview (i.e. since last 2 months), is a time dependent variable
OTHER RISK FACTORS. In addition, a Purchaser should carefully review the Risk Factors set forth in the Company's Form 10-K/A for the year ended December 31, 1999.
OTHER RISK FACTORS. Subscriber has read, acknowledges and understands the risk factors, with respect to an investment in the Common Stock, which are set forth in the Company's Form 10-SB Registration Statement, as amended, and related financial statements (collectively, "Form 10-SB"), in the section entitled "Risk Factors Affecting the Company," beginning on page 13 thereof.
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OTHER RISK FACTORS. The Company is subject to a number of risks which are described in the Company's SEC filings and incorporated herein.

Related to OTHER RISK FACTORS

  • Risk Factors You should carefully consider the risks and uncertainties described below and in our reports filed with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, before exchanging Outstanding Notes for the New Notes. In particular, we refer you to the disclosure regarding certain risk factors applicable to us and our business in our Annual Report on Form 10-K for the year ended December 31, 2011 and our Quarterly Reports on Form 10-Q filed after that date. Risks related to the Exchange If an active trading market for the New Notes does not develop, then the market price of the New Notes may decline or you may not be able to sell your New Notes. We do not intend to list the New Notes on any securities exchange. If the New Notes are traded, they may trade at a discount, depending on prevailing interest rates, the market for similar securities, the price of our common stock, the performance of our business and other factors. We do not know whether an active trading market will develop for the New Notes. To the extent that an active trading market does not develop, you may not be able to resell the New Notes or may only be able to sell them at a substantial discount. The consummation of the Exchange may be delayed or may not occur. Consummation of the Exchange will be subject to the satisfaction of certain conditions, including, among others, that the Indenture is qualified under the Trust Indenture Act and that the New Notes will be fungible with the December 2011 Series B Notes for U.S. federal income tax purposes as of the closing date of the Exchange. Even if an exchange agreement is executed, the closing of the Exchange may be delayed for a significant period of time. Accordingly, you may have to wait longer than expected to receive New Notes in the Exchange, during which time you will not be able to effect transfers of your Outstanding Notes subject to the exchange agreement. In addition, if the Company concludes that any of the conditions to consummation of the Exchange will not be satisfied, it may terminate the exchange agreement by giving notice to you of such termination. Upon termination of the exchange agreement, any Old Notes that you have previously delivered for exchange will be returned to you and we will not be required to make any payment of any amount under the exchange agreement. The consideration to be received in the Exchange Offer does not reflect any fairness valuation. Our board of directors has made no determination that the consideration to be received in the Exchange represents a fair valuation of either the Outstanding Notes or the New Notes. We have not obtained a fairness opinion from any financial advisor about the fairness to us or to you of the consideration to be received by holders of Outstanding Notes. Any obligations we have that mature prior to December 15, 2016 will be paid before the optional redemption date of the New Notes. We have outstanding indebtedness, and may incur additional indebtedness from time to time, that is or may become due prior to the optional redemption date of the New Notes. In particular, the holders of the Outstanding Notes can require us to repurchase their notes on December 15, 2013, and the holders of other series of our convertible senior subordinated notes can require us to repurchase their notes on multiple dates prior to the optional redemption date of the New Notes. The Outstanding Notes and other series of our convertible senior subordinated notes will be convertible at the option of the holder prior to the time the New Notes become convertible. Except in limited cases, the New Notes are not convertible prior to June 15, 2016. The Outstanding Notes and other series of our convertible senior subordinated notes (other than the December 2011 Series B Notes) have or will become convertible prior to that date. The adjustment to the conversion rate for notes converted in connection with certain fundamental changes may not adequately compensate you for any lost value of your notes as a result of such transaction. If certain fundamental changes occur prior to December 15, 2016, we will increase the conversion rate by a number of additional shares of our common stock for notes converted in connection with such fundamental change. The increase in the conversion rate will be determined based on the date on which the fundamental change becomes effective and the price paid per share of our common stock in such transaction. The adjustment to the conversion rate for notes converted in connection with a fundamental change may not adequately compensate you for any lost value of your notes as a result of such transaction. In addition, if the price of our common stock in the transaction is greater than $50.00 per share or less than $8.04 per share (in each case, subject to adjustment), no adjustment will be made to the conversion rate. Moreover, in no event will the total number of shares of common stock issuable upon conversion exceed 124.3781 per $1,000 principal amount of notes, subject to adjustment. The enforceability of our obligation to deliver the additional shares upon a fundamental change could be subject to general principles of reasonableness of economic remedies. CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS This summary does not address all of the U.S. federal income tax consequences that may be relevant to holders, nor does it address specific tax consequences that may be relevant to particular holders that are subject to special tax rules (including, for example, banks or financial institutions, broker-dealers, insurance companies, regulated investment companies, tax-exempt entities, common trust funds, dealers in securities or currencies, traders who elect to xxxx to market their securities, pass-through entities (and investors in such entities), “controlled foreign corporations,” “passive foreign investment companies,” U.S. expatriates, U.S. holders that have a functional currency other than the U.S. dollar, individuals who are present in the United States for more than 183 days in the taxable year of the Exchange, persons subject to the alternative minimum tax and persons in special situations, such as those who hold Outstanding Notes or New Notes as part of a straddle, hedge, conversion transaction or other integrated investment).

  • Forward-Looking Information No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and no forward-looking information within the meaning of Section 1(1) of the Securities Act (British Columbia)) contained or incorporated by reference in the Registration Statement, the Prospectuses or the Time of Sale Prospectuses has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

  • Disclosures Vendor and TIPS affirms that he/she or any authorized employees or agents has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this Agreement. • Vendor shall attach, in writing, a complete description of any and all relationships that might be considered a conflict of interest in doing business with the TIPS program. • The Vendor affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this Agreement.

  • Disclosures and Announcements Both the timing and the content of all disclosures to third parties and public announcements concerning the transactions provided for in this Agreement by either Sellers or Purchaser shall be subject to the approval of the other in all essential respects, except that the Sellers' approval shall not be required as to any announcements or filings Purchaser may be required to make under applicable laws or regulations.

  • Financial Reports and SEC Documents (i) Its Annual Reports on Form 10- K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "SEC Documents"), with the SEC, as of the date filed (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

  • SEC DOCUMENTS; DISCLOSURE Except as set forth on Schedule 4.5, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one (1) year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments). Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Investor will rely on the foregoing representation in effecting transactions in securities of the Company.

  • Information Memorandum (a) The factual information in the Information Memorandum (other than factual information relating to the Target and its Affiliates) was true, complete and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

  • Certain Financial Information Within twenty-five (25) Business Days after the end of each month between the date hereof and the earlier of the Closing Date and the date on which this Agreement is terminated, the Company shall deliver to Parent unaudited consolidated financial information for such month and management commentary on the business performance during such month.

  • Securities Law Information The Participant acknowledges that he or she is permitted to sell the Shares acquired under the Plan through the designated broker appointed by the Company, provided the sale of the Shares takes place outside of Canada through facilities of a stock exchange on which the Shares are listed (i.e., the NYSE).

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