Accredited Investor Representations. Employee hereby represents to the Company that the representations set forth in Annex I to this Agreement (a) are true and correct as of the date of this Agreement and (b) shall be true and correct as of the date of the closing of the IPO.
Accredited Investor Representations. (a) The Seller, and each of their equity owners, is: (i) an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under Securities Act of 1933, as amended (the “Securities Act”), by reason of Rule 501(a)(3), and (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by Buyer or any of its Affiliates), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of its investment in the Equity Consideration Shares. Events. No “bad actor” disqualification event is applicable to the Seller for purposes of Rule 506 promulgated under the Securities Act.
(b) Seller is acquiring the Equity Consideration Shares for its own account for investment purposes only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof;
(c) All subsequent offers and sales of the Equity Consideration Shares by the Seller shall be made pursuant to registration under the Securities Act, or pursuant to an exemption from registration;
(d) Seller understands that the Equity Consideration Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that Buyer is relying upon the truth and accuracy of, and the Seller’s compliance with, the representations, warranties, agreements, acknowledgements and understandings set forth herein in order to determine the availability of such exemptions and the eligibility of the Seller to acquire the Equity Consideration Shares;
(e) Seller has been furnished with all materials relating to the business, finances and operations of Buyer and materials relating to the offer and sale of the Equity Consideration Shares which have been requested by the Seller. The Seller and its advisors, if any, have been afforded the opportunity to ask questions of Buyer and have received complete and satisfactory answers to any such inquiries. Without limiting the generality of the foregoing, the Seller has also had the opportunity to obtain and to review SG Blocks’ Current Reports on Form 8-K filed from January 1, 2020 up to ...
Accredited Investor Representations. Acuity shall use its reasonable best efforts to obtain a representation from each Acuity Shareholder and each holder of warrants to acquire Acuity capital stock and Acuity Options, dated as of a recent date, that (a) he, she or it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act or (b) if not, he, she or it, either alone or together with his, her or its purchaser representative(s), has such knowledge and experience in financial and business matters that he, she or it is capable of independently evaluating the risks and merits of acquiring the Parent Common Stock, Parent Series C Preferred Stock, Adjusted Parent Options, Adjusted Parent Series C Options and/or Parent Warrants to be delivered hereunder, and in either case to deliver such representation to Parent at or prior to the Acuity Merger Effective Time.
Accredited Investor Representations. Each Designated Owner electing to receive Units hereunder:
(i) is knowledgeable, sophisticated and experienced in business and financial matters; each Designated Owner has previously invested in securities similar to the Units and fully understands the limitations on transfer imposed by the federal securities laws and as described in this Contract. Each Designated Owner is able to bear the economic risk of holding the Units and the Common Stock issuable upon redemption of the Units (the “Underlying Common Stock”) for an indefinite period and is able to afford the complete loss of his, her or its investment in the Units and the Underlying Common Stock; each Designated Owner has received and reviewed all information and documents about or pertaining to the REIT, the Transferee, the business and prospects of the REIT and the Transferee and the issuance of the Units as each Designated Owner deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Transferee, the Properties, the business and prospects of the REIT, and the Transferee, the Units and the Underlying Common Stock that such Designated Owner deems necessary or desirable to evaluate the merits and risks related to its investment in the Units and the Underlying Common Stock; and each Designated Owner understands and has taken cognizance of all risk factors related to the purchase of the Units and the Underlying Common Stock. Each Designated Owner is a sophisticated real estate investor. In acquiring the Units and engaging in this transaction, no Designated Owner is relying upon any representations made to it by the Transferee or any of the officers, employees, or agents of the Transferee not contained herein. Each Designated Owner is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Designated Owner’s advisors (including tax advisors), and not upon that of the Transferee or any of the Transferee’s advisors or affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated by this Agreement. Each Designated Owner represents and warrants that it has reviewed and approved the form of the Transferee’s Partnership Agreement attached hereto as Schedule 8.1.26;
(ii) understands that neither the Units nor the Underlying Common Stock have been registered under th...
Accredited Investor Representations. The Subscriber represents and warrants that the Subscriber is an “accredited investor” as that term is defined in Regulation D promulgated under the Act and the following description is applicable. Accordingly, please check each applicable category described in (a) through (c) below:
(a) The Subscriber is an individual (as opposed to a corporation, partnership, trust, or other entity) whose individual net worth, or joint net worth with the Subscriber’s spouse, at the time of the Subscriber’s purchase exceeds $1,000,000.
(b) The Subscriber is an individual (as opposed to a corporation, partnership, trust or other entity) who had an individual income in excess of $200,000 in each of the two most recent years or joint income with the Subscriber’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.
(c) At the date set forth immediately prior to the signature of the Subscriber below, the Subscriber is (check correct alternative);
(i) A bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity. ____ (ii) A broker or dealer registered pursuant to Section 15 of the Securities and Exchange Act of 1934. ____ (iii) An insurance company as defined in section 2(13) of the Act.
(iv) An investment company registered under the Investment Company Act of 1940 or a Business Development Company as defined in section 2(a)(48) of that Act. ____ (v) A Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958. ____ (vi) An Employee Benefit Plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment-adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors. ____ (vii) A Private Business Development Company as defined in section 202(a)(22) of the Investment Advisers Act of 1940.
(viii) An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, or business trust, or a partne...
Accredited Investor Representations. As an inducement to KPMG and Consulting to enter into this Agreement and to consummate the transactions contemplated hereby the Employee hereby represents and warrants to KPMG and Consulting and agrees as follows:
Accredited Investor Representations. Each Purchaser indicating that it is an Accredited Purchaser, severally and not jointly, further represents and warrants to the Company as follows:
Accredited Investor Representations. Notwithstanding any other provision of this Agreement, Interland shall not be required to deliver any Interland Common Stock, or warrants to purchase Interland Common Stock, to any person pursuant to Section 2.1(c) hereof, unless Interland shall have received an accredited investor representation letter substantially in the form of Exhibit 2.1(f) attached hereto (the "Accredited Investor Letter") from such person in a form reasonably acceptable to Trellix and Interland indicating that such person is an "accredited investor" as defined under Regulation D of the Securities Act and the rules and regulations promulgated thereunder (Stockholders meeting such definition are hereinafter referred to as the "Accredited Investors") and setting forth such Stockholder's state of residence or principal place of business, as applicable, and such other information as Interland or Merger Sub may reasonably request.
Accredited Investor Representations. Initial all appropriate spaces on the following pages indicating the basis upon which the undersigned qualifies as an accredited investor (must initial one). For Individual Investors Only:
(1) I certify that I am an accredited investor because I have an individual net worth, or my spouse and I have combined net worth, in excess of $1,000,000. For purposes of this question, “net worth” means the excess of total assets at fair market value, including home, home furnishings and automobiles, over total liabilities. (2a) I certify that I am an accredited investor because I had individual income (exclusive of any income attributable to my spouse) of more than $200,000 in each of the last two completed years and I reasonably expect to have an individual income in excess of $200,000 in the current year.
Accredited Investor Representations. In the event that Buyer chooses to satisfy its obligations to deliver the Purchase Price hereunder using Common Stock as contemplated by Section 2.5.2(b)(1) hereof, Sellers and Controlling Shareholders will be required to give additional representations related to their status as Accredited Investors.
