Accredited Investors; Securities Laws Sample Clauses

Accredited Investors; Securities Laws. The Company has no reason to believe that each shareholder of the Company would not be an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act or would not have the knowledge and experience in financial and business matters that such shareholder would not be capable of evaluating the merits and risks of the prospective investment in shares of Nicolet Common Stock. The Company acknowledges that, in reliance upon the representations and warranties of the Company herein contained and the representations and warranties of certain shareholders who will receive the Merger Consideration hereunder the shares of Nicolet Common Stock to be issued pursuant to this Agreement will not be registered under the Securities Act pursuant to exemptions provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and will not be registered under any state securities laws or regulations pursuant to exemptions from registration contained in such laws and regulations.
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Related to Accredited Investors; Securities Laws

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

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

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

  • 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.

  • U.S. Securities Laws The Trustee acknowledges that the Notes have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold within the United States, except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

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

  • 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.

  • Securities Act “Securities Act” shall mean the Securities Act of 1933, as amended.

  • 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.

  • Securities Act of 1933 The term “

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