Accredited Investor Questionnaires. Prior to the Closing, the Company shall provide to the Purchaser questionnaires, in a form acceptable to Purchaser, completed and executed by each Company Shareholder, pursuant to which each such Company Shareholder certifies, to Purchaser’s reasonable satisfaction, that such Company Shareholder is an Accredited Investor.
Accredited Investor Questionnaires. As promptly as practicable after the date hereof, the Company shall deliver Accredited Investor questionnaires to each Company Stockholder and shall use commercially reasonable efforts to collect completed and signed questionnaires from such stockholders and provide them to Parent within two (2) Business Days of making such request.
Accredited Investor Questionnaires. The Company shall use its commercially reasonable efforts to have each shareholder of the Company (other than the Company Signatories) deliver Accredited Investor Questionnaires to Parent prior to the Closing.
Accredited Investor Questionnaires. Each of the Company Shareholders shall have delivered a fully executed Accredited Investor Questionnaire to the Company
Accredited Investor Questionnaires. (a) Each Seller has delivered all documentation, in form and substance reasonably acceptable to Buyer, reasonably requested by Buyer to determine whether or not such Seller is an Accredited Investor, including an Accredited Investor Questionnaire.
(b) Such Seller acknowledges that the Shares to be issued pursuant to the transactions contemplated by this Agreement shall constitute “restricted securities” within the meaning of the Securities Act, and that such Shares will not be registered under the Securities Act and that such Shares may not be transferred absent registration under the Securities Act or an exemption therefrom, and any such transfer shall be subject to compliance with applicable state securities laws. At no time was such Seller solicited by means of general advertising or general solicitation in connection with this Agreement or the transactions contemplated by this Agreement.
(c) All Shares issued in connection with this Agreement shall bear a legend or legends referencing restrictions applicable to such Shares under applicable securities laws and under this Agreement, which legend shall state in substance: “The securities evidenced by this certificate have been issued and sold without registration under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States (a “State Act”) in reliance upon certain exemptions from registration under said acts. The securities evidenced by this certificate cannot be sold, assigned or otherwise transferred within the United States unless such sale, assignment or other transfer is (i) made pursuant to an effective registration statement under the Securities Act and in accordance with each applicable State Act or (ii) exempt from, or not subject to, the Securities Act and each applicable State Act.”
(d) To ensure compliance with the restrictions imposed by the Securities Act, such Seller acknowledges that MultiPlan may issue appropriate “stop-transfer” instructions to its transfer agent. MultiPlan shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares, or to accord the right to vote or receive dividends, to any purchaser or other transferee to whom such Shares have been purportedly so transferred.
(e) To the maximum extent permitted by law, such Seller hereby irrevocably waives, and agree...
Accredited Investor Questionnaires. Acquiror shall have received from the Company all accredited investor questionnaires received by the Company from the Company Securityholders in connection with the transactions contemplated by this Agreement, in form and substance reasonably acceptable to Acquiror (each, an “Accredited Investor Questionnaire”).
Accredited Investor Questionnaires. Each Lender shall have delivered to the Borrowers, or XxXxxxxx Xxxxxxxx LLP on behalf of the Borrowers, an Accredited Investor Questionnaire substantially in the form attached hereby as Exhibit G.
Accredited Investor Questionnaires. Each Participating Ztango Stockholder shall execute and deliver to WiderThan an accredited investor questionnaire, substantially in the form attached as Exhibit 6 (the "Stockholder Accredited Investor Certificate"), to cause WiderThan to be reasonably satisfied that the shares of WiderThan Stock to be issued in connection with the Stock Purchase are exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder. Any other provision of this Agreement notwithstanding, no person shall be able to purchase shares of WiderThan Stock without first delivering such a Stockholder Accredited Investor Certificate, completed in a manner that is reasonably satisfactory to WiderThan. The Participating Ztango Stockholders acknowledge and agree that WiderThan will be relying upon the representations made by each Participating Ztango Stockholder in the applicable Stockholder Accredited Investor Certificate in connection with the issuance of WiderThan Stock to such stockholder. The shares of WiderThan Stock so issued pursuant to this Agreement will not be registered under the Securities Act and will constitute "restricted securities" within the meaning of the Securities Act, and the certificates representing the shares of WiderThan Stock shall bear appropriate legends to identify such privately placed shares as being restricted under the Securities Act, to comply with applicable state securities laws and, if applicable, to notice the restrictions on transfer of such shares.
Accredited Investor Questionnaires. Each Seller must have completed and delivered to Buyer an Accredited Investor Questionnaire and a Canadian Accredited Investor Letter, in each case satisfactory to Buyer in its sole discretion.
Accredited Investor Questionnaires. Each Shareholder shall have provided to Buyer, and not amended or revoked, a duly executed Accredited Investor Questionnaire showing that each such Shareholder is an Accredited Investor.
