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 146 contracts
Samples: Private Placement Shares Purchase Agreement (Cantor Equity Partners I, Inc.), Placement Unit Subscription Agreement (Cohen Circle Acquisition Corp. I), Placement Unit Subscription Agreement (Cohen Circle Acquisition 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.
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: Securities Subscription Agreement (Jackson Acquisition Co II), Securities Subscription Agreement (Pershing Square SPARC Holdings, Ltd./De), Securities Subscription Agreement (Hawks 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. Subscriber has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.
Appears in 15 contracts
Samples: Private Placement Warrants Purchase Agreement (Roman DBDR Acquisition Corp. II), Private Placement Warrants Purchase Agreement (Roman DBDR Acquisition Corp. II), Private Placement Warrants Purchase Agreement (Launch Two 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, 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 8 contracts
Samples: Private Placement Units Purchase Agreement (K&f Growth Acquisition Corp. Ii), Private Placement Units Purchase Agreement (K&f Growth Acquisition Corp. Ii), Private Placement Units Purchase Agreement (Aldel Financial II 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. 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. 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. 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. 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 5 contracts
Samples: Sponsor Private Placement Units Purchase Agreement (GSR III Acquisition Corp.), Underwriter Private Placement Units Purchase Agreement (GSR III Acquisition Corp.), Sponsor Private Placement Units Purchase Agreement (GSR III Acquisition 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. 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: Securities Subscription Agreement (ESH Acquisition Corp.), Securities Subscription Agreement (EG Acquisition Corp.), Securities Subscription Agreement (Sarissa Capital 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 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 (Western Acquisition Ventures Corp.), Subscription Agreement (Western Acquisition Ventures Corp.), Subscription Agreement (Western Acquisition Ventures 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 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: Unit Subscription Agreement (Chart Acquisition Corp.), Unit Subscription Agreement (Chart Acquisition Corp.), Unit Subscription Agreement (Chart 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, 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 and warrants that it is an “"accredited investor” " as such term is defined in Rule 501(a) 501 of Regulation D under and that it is able to bear the Securities Act economic risk of 1933, as amended (an investment in 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 lawShares.
Appears in 3 contracts
Samples: Subscription Agreement (St. Lawrence Energy Corp.), Subscription Agreement (St. Lawrence Energy Corp.), Subscription Agreement (Hirsch Capital CORP)
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.)
Accredited Investor. The Subscriber represents and warrants that it is an “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”amended), 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 (HCX Series SLF Fund), Subscription Agreement (HCX Series Direct Lending Fund)
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: Membership Interest Subscription Agreement (Landcadia Holdings III, Inc.), Securities Subscription Agreement (Burgundy Technology 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 thingsothers, on a private placement exemption to “accredited investorsAccredited Investors” contained 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 applicable to “accredited investors” under the Securities Act and or similar exemptions under federal and state law.
Appears in 1 contract
Samples: Securities Subscription Agreement (M3-Brigade Acquisition v 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) 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: Securities Subscription Agreement (Live Oak Acquisition Corp)
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
Accredited Investor. Subscriber represents that it The subscriber 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 1 contract
Samples: Subscription Agreement (Affinity International Travel Systems 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 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
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) 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: Securities Subscription Agreement (Zimmer Energy Transition 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: Securities Purchase Agreement (Trine II Acquisition Corp.)
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