Common use of Understandings of the Purchaser Clause in Contracts

Understandings of the Purchaser. The Purchaser hereby represents and warrants to, and covenants with, the Company that the Purchaser is aware and understands that: (a) There are substantial risks incident to the purchase of the Shares. An investment in the Shares is inherently speculative in nature, and the Purchaser may suffer a complete loss of the Purchaser’s investment, and the tax consequences to the Purchaser of an investment in the Shares will depend upon the Purchaser’s circumstances. (b) The Shares have not been registered under the Securities Act of 1933, as amended (the “Federal Securities Act”), any state’s securities act (collectively, the “State Securities Acts”) or any other laws of any other securities commission or regulatory authority (the “Other Securities Laws”), and are being offered for sale pursuant to applicable exemptions from registration. No federal or state agency or regulatory authority or any other securities commission or regulatory authority has made any finding or determination as to the fairness of the offering of the Shares for public investment, or any recommendation or endorsement of the Shares. (c) The Purchaser may not sell, transfer or assign the Shares, or any portion thereof, without registration under the Federal Securities Act, the State Securities Acts or Other Securities Laws or qualification or perfection of an applicable exemption therefrom.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Cosi Inc), Stock Purchase Agreement (Cosi Inc)

Understandings of the Purchaser. The Purchaser Each Purchaser, severally and not jointly, hereby represents and warrants to, and covenants with, the Company with respect to only itself that the Purchaser is aware and understands that: (a) There are substantial risks incident to the purchase of the Shares. An investment in the Shares is inherently speculative in nature, and the Purchaser may suffer a complete loss of the Purchaser’s investment, and the tax consequences to the Purchaser of an investment in the Shares will depend upon the Purchaser’s circumstances. (b) The Shares have not been registered under the Securities Act of 1933, as amended (the “Federal Securities Act”), any state’s securities act (collectively, the “State Securities Acts”) or any other laws of any other securities commission or regulatory authority (the “Other Securities Laws”), and are being offered for sale pursuant to applicable exemptions from registration. No federal or state agency or regulatory authority or any other securities commission or regulatory authority has made any finding or determination as to the fairness of the offering of the Shares for public investment, or any recommendation or endorsement of the Shares. (c) The Purchaser may not sell, transfer or assign the Shares, or any portion thereof, without registration under the Federal Securities Act, the State Securities Acts or Other Securities Laws or qualification or perfection of pursuant to an applicable available exemption therefrom.

Appears in 1 contract

Sources: Stock Purchase Agreement (Cosi Inc)