Common use of Accredited Investor Clause in Contracts

Accredited Investor. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 145 contracts

Samples: Placement Unit Subscription Agreement (Cohen Circle Acquisition Corp. I), Placement Unit Subscription Agreement (Cohen Circle Acquisition Corp. I), Placement Unit Subscription Agreement (Cohen Circle Acquisition Corp. I)

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Accredited Investor. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 86 contracts

Samples: Private Placement Units Purchase Agreement (FG Merger II Corp.), Private Placement Units Purchase Agreement (FG Merger III Corp.), Private Placement Units Purchase Agreement (FG Merger II Corp.)

Accredited Investor. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), ) and acknowledges that the sale contemplated hereby is being made in reliance, among other things, reliance on a private placement exemption to “accredited investors” under the Securities Act federal and similar exemptions under state law.

Appears in 26 contracts

Samples: Letter Agreement (Adit EdTech Acquisition Corp.), Jackson Acquisition Co II, Pershing Square SPARC Holdings, Ltd./De

Accredited Investor. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. Subscriber has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 13 contracts

Samples: Private Placement Warrants Purchase Agreement (Launch Two Acquisition Corp.), Private Placement Warrants Purchase Agreement (HCM II Acquisition Corp.), Private Placement Warrants Purchase Agreement (Launch Two Acquisition Corp.)

Accredited Investor. Except as disclosed in Appendix B hereto, the Subscriber represents that it is an accredited investor” as such term is defined in Rule investor within the meaning of rule 501(a) of Regulation D promulgated under the Securities Act by reason of 1933, as amended (the “Securities Act”), and acknowledges fact that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.Subscriber is:

Appears in 13 contracts

Samples: Contribution and Subscription Agreement (Wheeler Real Estate Investment Trust, Inc.), Contribution and Subscription Agreement (Wheeler Real Estate Investment Trust, Inc.), Contribution and Subscription Agreement (Wheeler Real Estate Investment Trust, Inc.)

Accredited Investor. The Subscriber represents that it is an accredited investor” investor as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 6 contracts

Samples: Royalty Certificate Subscription Agreement (Inventiva S.A.), Royalty Certificate Subscription Agreement (Inventiva S.A.), Subscription Agreement (Inventiva S.A.)

Accredited Investor. The Subscriber represents that it is an “accredited investorAccredited Investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 5 contracts

Samples: Subscription Agreement (Lyris, Inc.), Subscription Agreement (Lyris, Inc.), Subscription Agreement (Lyris, Inc.)

Accredited Investor. Subscriber represents that it is an “accredited investor” as such term is defined in within the meaning of Rule 501(a) 501 of Regulation D under of the Securities Act of 1933and Exchange Commission, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made presently in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state laweffect.

Appears in 5 contracts

Samples: Note Purchase Agreement (BioLife4D Corp), Note Purchase Agreement (BioLife4D Corp), Note Purchase Agreement (BioLife4D Corp)

Accredited Investor. Each Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 5 contracts

Samples: Unit Subscription Agreement (EVe Mobility Acquisition Corp), Unit Subscription Agreement (EVe Mobility Acquisition Corp), Unit Subscription Agreement (EVe Mobility Acquisition Corp)

Accredited Investor. Subscriber represents that it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to "accredited investors" under the Securities Act and similar exemptions under state law.

Appears in 5 contracts

Samples: Unit Subscription Agreement (Papaya Growth Opportunity Corp. I), Unit Subscription Agreement (Papaya Growth Opportunity Corp. I), Unit Subscription Agreement (Papaya Growth Opportunity Corp. I)

Accredited Investor. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. The Subscriber has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 5 contracts

Samples: Private Placement Warrants Purchase Agreement (Willow Lane Acquisition Corp.), Private Placement Units Purchase Agreement (Aldel Financial II Inc.), Private Placement Units Purchase Agreement (Andretti Acquisition Corp. II)

Accredited Investor. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act and or similar exemptions under federal and state law.

Appears in 4 contracts

Samples: ESH Acquisition Corp., EG Acquisition Corp., Sarissa Capital Acquisition Corp.

Accredited Investor. The Subscriber represents that it is an "accredited investor" as such that term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 4 contracts

Samples: Subscription Agreement (Alpha Security Group CORP), Subscription Agreement (Alpha Security Group CORP), Subscription Agreement (Alpha Security Group CORP)

Accredited Investor. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 4 contracts

Samples: Subscription Agreement for Private Placement Units (Western Acquisition Ventures Corp.), Subscription Agreement for Private Placement Units (Western Acquisition Ventures Corp.), Subscription Agreement for Private Placement Units (Western Acquisition Ventures Corp.)

Accredited Investor. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 3 contracts

Samples: Subscription Agreement (Vahanna Tech Edge Acquisition I Corp.), Subscription Agreement (Vahanna Tech Edge Acquisition I Corp.), Subscription Agreement (McLaren Technology Acquisition Corp.)

Accredited Investor. Subscriber represents that it he is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 3 contracts

Samples: Second Amended and Restated Unit Subscription Agreement (Chart Acquisition Corp.), Amended and Restated Unit Subscription Agreement (Chart Acquisition Corp.), Unit Subscription Agreement (Chart Acquisition Corp.)

Accredited Investor. The Subscriber represents that it is an accredited investor” investor as such term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 3 contracts

Samples: Subscription Agreement (Remote Knowledge Inc), Subscription Agreement (Remote Knowledge Inc), Subscription Agreement (Remote Knowledge Inc)

Accredited Investor. The Subscriber represents that it is an “accredited investor” as such that term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 2 contracts

Samples: Subscription Agreement (Dekania Corp.), Subscription Agreement (Dekania Corp.)

Accredited Investor. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), ) and acknowledges that the sale contemplated hereby is being made in reliance, among other thingsothers, on a private placement exemption to “accredited investorsAccredited Investorscontained in Regulation D under the Securities Act and or similar exemptions under state law.

Appears in 2 contracts

Samples: Warrant Subscription Agreement (Australia Acquisition Corp), Warrant Subscription Agreement (Australia Acquisition Corp)

Accredited Investor. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), ) and acknowledges that the sale contemplated hereby is being made in reliance, among other things, reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act and or similar exemptions under state law.

Appears in 2 contracts

Samples: Landcadia Holdings III, Inc., Burgundy Technology Acquisition Corp

Accredited Investor. The Subscriber represents that it is an "accredited investor" as such that term is defined in Rule 501(a) 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities "1933 Act"), and acknowledges the Subscriber has initialed each of the following definitions that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption applicable to “accredited investors” under the Securities Act and similar exemptions under state law.it

Appears in 2 contracts

Samples: Subscription Agreement (Vincera, Inc.), Subscription Agreement (Vincera, Inc.)

Accredited Investor. The Subscriber represents and warrants that it is an “accredited investor” as such term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that it is able to bear the sale contemplated hereby is being made economic risk of any investment in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state lawShares.

Appears in 2 contracts

Samples: Subscription Agreement (Midas Medici Group Holdings, Inc.), Subscription Agreement (Midas Medici Group Holdings, Inc.)

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Accredited Investor. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), ) and acknowledges that the sale contemplated hereby is being made in reliance, among other things, reliance on a private placement exemption applicable to “accredited investors” under the Securities Act and or similar exemptions under federal and state law.

Appears in 1 contract

Samples: M3-Brigade Acquisition v Corp.

Accredited Investor. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) and has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 1 contract

Samples: Sponsor Private Placement Units Purchase Agreement (GSR III Acquisition Corp.)

Accredited Investor. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, reliance on a private placement exemption under the Securities Act only to persons who are to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act and or similar exemptions under state law.

Appears in 1 contract

Samples: Trine II Acquisition Corp.

Accredited Investor. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, reliance on a private placement exemption to “accredited investors” under the Securities Act federal and similar exemptions under state law.

Appears in 1 contract

Samples: Zimmer Energy Transition Acquisition Corp.

Accredited Investor. The Subscriber represents that it he is an ------------------- "accredited investor" as such term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 1 contract

Samples: Subscription Agreement (Caprius Inc)

Accredited Investor. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 1 contract

Samples: Subscription Agreement (SFX Entertainment, INC)

Accredited Investor. The Subscriber represents that it is an "accredited investor" as such term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 1 contract

Samples: Subscription Agreement (Sillerman Robert F X)

Accredited Investor. Subscriber represents that it is an a accredited investorAccredited Investor” as such term is defined in Rule 501(a) Rules 506 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and . Subscriber acknowledges that (i) the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” Shares subscribed for hereunder will not be registered under the Securities Act on the grounds that the issuance of such securities are exempt from registration as not involving any public offering; and similar (ii) the Company’s reliance on such exemptions under state lawis predicated in part on the representations made to the Company by the Subscriber in this Agreement.

Appears in 1 contract

Samples: Subscription Agreement (GJ Culture Group US, Inc.)

Accredited Investor. The Subscriber represents that it is an “accredited investor” "Accredited Investor" as such term is ------------------- defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 1 contract

Samples: Subscription Agreement (Westdale Properties America I LTD)

Accredited Investor. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, reliance on a private placement exemption to “accredited investors” under the Securities Act federal and similar exemptions under state law.

Appears in 1 contract

Samples: Live Oak Acquisition Corp

Accredited Investor. The Subscriber represents that it he is an "accredited investor" as such term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 1 contract

Samples: Subscription Agreement (Caprius Inc)

Accredited Investor. The Subscriber represents and warrants that it is an "accredited investor" as such term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that it is able to bear the sale contemplated hereby is being made economic risk of any investment in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state lawShares.

Appears in 1 contract

Samples: Subscription Agreement (Tasty Fries Inc)

Accredited Investor. The Subscriber represents that it the Subscriber is an "accredited investor" as such term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities "Act"), as indicated by his responses to the questions contained in Section 11 hereof, and acknowledges that the sale contemplated hereby Subscriber is being made able to bear the economic risk of an investment in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state lawUnits.

Appears in 1 contract

Samples: Subscription Agreement (Ribogene Inc / Ca/)

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