Accredited Investor; No Registration Sample Clauses

Accredited Investor; No Registration. The Seller is an “accredited investor” as defined in Rule 501 promulgated under the Securities Act of 1933, as amended. The Seller is not acquiring the Buyer Common Stock with a view to distribute the same to the public. The shares of Buyer Common Stock to be issued to Seller hereunder may not be resold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to a valid exemption from such registration requirements, and Buyer shall have no obligation to record any proposed transfer of such shares on its stock transfer records unless the shares to be transferred have been registered under the Securities Act or the request for transfer is accompanied by an opinion in form and substance satisfactory to Buyer that no such registration is required. For purposes of this paragraph, the Buyer hereby agrees to reasonably cooperate with Seller regarding any such transfer or in obtaining an opinion with respect to such transfer.
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Accredited Investor; No Registration. CDS represents that it is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act. CDS understands that neither the CDS Class A Exchange Shares nor the Class A Membership Interest have not been registered under the Securities Act or any other applicable securities laws. CDS understands that neither the CDS Class A Exchange Shares nor the Class A Membership Interest may be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act and any other applicable securities laws or pursuant to an exemption therefrom, and in each case in compliance with the conditions set forth in this Agreement.
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Accredited Investor; No Registration. FR54 represents that it is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act. FR54 understands that the FR54 Class A Exchange Shares have not been registered under the Securities Act or any other applicable securities laws. FR54 understands that the FR54 Class A Exchange Shares may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act and any other applicable securities laws or pursuant to an exemption therefrom, and in each case in compliance with the conditions set forth in this Agreement.
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Related to Accredited Investor; No Registration

  • Accredited Investor Status The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

  • Institutional Accredited Investor It is and will be on the Closing Date (i) an institutional “accredited investor” as such term is defined in Rule 501(a) of Regulation D and as contemplated by subsections (1), (2), (3) and (7) of Rule 501(a) of Regulation D, and has no less than $5,000,000 in total assets, or (ii) a QIB.

  • Transfers to Non-QIB Institutional Accredited Investors The following provisions shall apply with respect to the registration of any proposed transfer of a Note to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons):

  • Accredited Investor The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

  • Transfers of Rule 144A Notes and Institutional Accredited Investor Notes The following provisions shall apply with respect to any proposed registration of transfer of a Rule 144A Note or an Institutional Accredited Investor Note prior to the date that is one year after the later of the date of its original issue and the last date on which the Issuer or any Affiliate of the Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”):

  • Registration Under Securities Act of 1933, as amended The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall have certain incidental, or “Piggyback,” registration rights pursuant to and as set forth in the Company’s Investor Rights Agreement or similar agreement. The provisions set forth in the Company’s Investors’ Right Agreement or similar agreement relating to the above in effect as of the Issue Date may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to the Holder.

  • Registration Under Securities Act of 1933 as amended. The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall be subject to the registration rights set forth on Exhibit B, if attached.

  • Accredited Investors The Optionee is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

  • ACCREDITED INVESTOR QUESTIONNAIRE In order for the Company to offer and sell the Securities in conformance with state and federal securities laws, the following information must be obtained regarding your investor status. Please initial each category applicable to you as a Purchaser of Securities of the Company.

  • Accredited Investor Status or Investment Limits Subscriber represents that either:

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