Accredited Subscriber Status Sample Clauses

Accredited Subscriber Status. The Subscriber is an “accredited investor” as defined in Regulation D under the Securities Act and has delivered to the Company a Confidential Investor Questionnaire substantially in the form of Exhibit A attached hereto. The Subscriber hereby represents and warrants that, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s advisors (including, but not limited to, a “purchaser representative” (as defined in Rule 501(h) promulgated under Regulation D), attorney and/or an accountant each as engaged by the Subscriber at its sole risk and expense, the Subscriber (a) has the capacity to protect its own interests in connection with the transaction contemplated hereby and/or (b) the Subscriber has prior investment experience, including investments in securities of privately-held companies or companies whose securities are not listed, registered, quoted and/or traded on a national securities exchange, including the Nasdaq Global Select Market, the Nasdaq Global Market, and the Nasdaq Capital Market (together, the “NASDAQ”) and/or (c) to the extent necessary, the Subscriber has retained, at its sole risk and expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Securities hereunder, and/or (d), if an entity, the Subscriber was not formed for the sole purpose of purchasing the Securities.
Sample 1
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Accredited Subscriber Status. The Subscriber is an “accredited investor” as defined in Regulation D and has delivered to the Company a Confidential Investor Questionnaire substantially in the form of Exhibit B attached hereto. The Subscriber hereby represents and warrants that, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s advisors (including, but not limited to, a “purchaser representative” (as defined in Rule 501(h) promulgated under Regulation D), attorney and/or an accountant each as engaged by the Subscriber at its sole risk and expense) the Subscriber (a) has the capacity to protect its own interests in connection with the transaction contemplated hereby and/or (b) the Subscriber has prior investment experience, including investments in securities of privately-held companies or companies whose securities are not listed, registered, quoted and/or traded on a national securities exchange, including the NASDAQ Global Select Market, the NASDAQ Global Market, and the NASDAQ Capital Market (together, the “NASDAQ”); to the extent necessary, the Subscriber has retained, at its sole risk and expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder; if an entity, the Subscriber was not formed for the sole purpose of purchasing the Units.
Sample 1
Accredited Subscriber Status. The Subscriber is an “accredited investor” as defined in Rule 501(a) of Regulation D. The Subscriber has delivered to the Company a Confidential Investor Questionnaire in the form of Exhibit B hereto. The Subscriber hereby represents that, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s advisors, the Subscriber has the capacity to protect the Subscriber’s own interests in connection with the transaction contemplated hereby.
Sample 1
Accredited Subscriber Status. If any of the following categories is applicable to you, such that you would be an accredited investor within the meaning of the federal securities laws, please initial the space opposite the applicable category and then go directly to the signature page of this Questionnaire: a. A natural person whose individual net worth or joint net worth with such person’s spouse exceeds $1,000,0001; or b. A natural person whose individual income in each of the two most recent years was in excess of $200,000, or whose joint income with that person’s spouse was in excess of $300,000 in each of those years, and who reasonably expects an income reaching the same level in the current year.
Sample 1
Accredited Subscriber Status. The Subscriber has to initial those representations applicable to him.
Sample 1
Accredited Subscriber Status. The Subscriber is an “accredited investor” as defined in Regulation D (“Regulation D”) under the Securities Act of 1933, as amended (the “Securities Act”) and has completed, executed and delivered to the Company a Confidential Investor Questionnaire substantially in the form of Exhibit A attached hereto. The Subscriber hereby represents and warrants that, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s advisors (including, but not limited to, a “purchaser representative” (as defined in Rule 501(h) promulgated under Regulation D), attorney and/or an accountant each as engaged by the Subscriber at its sole risk and expense, the Subscriber (a) has the capacity to protect its own interests in connection with the transaction contemplated hereby and/or (b) the Subscriber has prior investment experience, including investments in securities of privately-held companies or companies whose securities are not listed, registered, quoted and/or traded on a national securities exchange, including the Nasdaq Global Select Market, the Nasdaq Global Market, and the Nasdaq Capital Market (together, the “NASDAQ”) and/or (c) to the extent necessary, the Subscriber has retained, at its sole risk and expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Securities hereunder, and/or (d), if an entity, the Subscriber was not formed for the sole purpose of purchasing the Securities.
Sample 1
Accredited Subscriber Status. Unless the Subscriber makes the representations in Section 2.22, such Subscriber is an “accredited investor” as defined by Rule 501 of the Securities Act, and such Subscriber is capable of evaluating the merits and risks of such Subscriber’s investment in the Offering and has the ability and capacity to protect such Subscriber’s interests. Such Subscriber has delivered to the Company an Investor Questionnaire substantially in the form of Exhibit B attached hereto. Such Subscriber hereby represents and warrants that, either by reason of such Subscriber’s business or financial experience or the business or financial experience of such Subscriber’s advisors (including, but not limited to, a “purchaser representative” (as defined in Rule 501(h) promulgated under Regulation D), attorney and/or an accountant each as engaged by such Subscriber at its sole risk and expense) such Subscriber (a) has the capacity to protect its own interests in connection with the transaction contemplated hereby and/or (b) such Subscriber has prior investment experience, including investments in securities of privately-held companies or companies whose securities are not listed, registered, quoted and/or traded on a national securities exchange, including the Nasdaq Global Select Market, the Nasdaq Global Market, and the Nasdaq Capital Market; to the extent necessary, such Subscriber has retained, at its sole risk and expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder; if an entity, such Subscriber was not formed for the sole purpose of purchasing the Units.
Sample 1
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Related to Accredited Subscriber Status

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

  • Purchaser Status At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants, it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act.

  • Statutory Underwriter Status The Investor acknowledges that it will be disclosed as an “underwriter” and a “selling stockholder” in each Registration Statement and in any Prospectus contained therein to the extent required by applicable law and to the extent the Prospectus is related to the resale of Registrable Securities.

  • Investment Adviser Status The Investment Adviser is duly registered and in good standing with the Commission as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act, the 1940 Act, the Rules and Regulations or the Advisers Act Rules and Regulations, from acting under the Investment Management Agreement as contemplated by the Registration Statement, each preliminary prospectus and the Prospectus.

  • Investor Status At the time such Investor was offered the Shares, it was, and at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the Securities Act. Such Investor is not a registered broker-dealer under Section 15 of the Exchange Act.

  • Reporting Issuer Status As at the date hereof, the Corporation is a “reporting issuer” in each of the Qualifying Jurisdictions within the meaning of the Canadian Securities Laws in such jurisdictions and is not currently in default of any requirement of the Canadian Securities Laws of such jurisdictions and the Corporation is not included on a list of defaulting reporting issuers maintained by any of the Canadian Securities Commissions;

  • Broker-Dealer Status (a) Are you a broker-dealer? (b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? (d) If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

  • ACCREDITED INVESTOR QUESTIONNAIRE In order for the Company to offer and sell the Securities in conformance with state and federal securities laws, the following information must be obtained regarding your investor status. Please initial each category applicable to you as a Purchaser of Securities of the Company. (1) A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; (2) A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; (3) An insurance company as defined in Section 2(13) of the Securities Act; (4) 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; (5) 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; (6) A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; (7) An employee benefit plan within the meaning 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; (8) A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; (9) An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of $5,000,000; (10) A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of investing in the Company; (11) A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000; (12) A natural person who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with that person’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; (13) An executive officer or director of the Company; (14) An entity in which all of the equity owners qualify under any of the above subparagraphs. If the undersigned belongs to this investor category only, list the equity owners of the undersigned, and the investor category which each such equity owner satisfies. A. FOR EXECUTION BY AN INDIVIDUAL: B. FOR EXECUTION BY AN ENTITY:

  • Accredited Investor Status or Investment Limits Subscriber represents that either: (i) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information set forth in response to question (c) on the signature page hereto concerning Subscriber is true and correct; or (ii) The purchase price set out in paragraph (b) of the signature page to this Subscription Agreement, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth. Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

  • Accredited Investor The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

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