Adjustment for Non-Accredited Investors Sample Clauses

Adjustment for Non-Accredited Investors. In the event there are more than thirty-five (35) HSE Unitholders (as defined in Section 2.3(a)) that certify they do not qualify as, or NGL does not reasonably believe to be, “accredited investors” (as defined in Rule 501 of Regulation D promulgated under the Securities Act) (the “Non-Accredited Investors”), then, notwithstanding Section 2.1(a)(i) to the contrary, the LP Consideration payable with respect to each HSE Unit held by a Non-Accredited Investor shall be comprised solely of cash in an amount equal to (A) (i) the Total Consideration Amount multiplied by (ii) 0.82, divided by (B) the number of HSE Units outstanding as of the Closing (the “Additional Non-Accredited Investor Cash Amount”); provided, in no event shall NGL be obligated to make the additional cash amount payable to the Non-Accredited Investors in the event the Additional Non-Accredited Investor Cash Amount is in excess of $5,000,000. For purposes of Section 2.1(a)(i), the Cash Purchase Price shall be increased by the aggregate amount of the Additional Non-Accredited Investor Cash Amount paid pursuant to the foregoing sentence, if any, and the Equity Consideration Amount shall be reduced by the total amount of such Additional Non-Accredited Investor Cash Amount. Notwithstanding the foregoing, in the event the Additional Non- Accredited Investor Cash Amount would exceed $5,000,000, HSE may elect to allocate a portion of the Cash Consideration equal to such excess (up to an additional $5,000,000) to the Non-Accredited Investors and allocate a corresponding portion of the Equity Consideration Amount equal to such excess to all other HSE Unitholders. For purposes hereof, any HSE Unitholder who has not delivered a duly executed Questionnaire to NGL as of the day before Closing shall be deemed a “Non-Accredited Investor” hereunder.
Sample 1
AutoNDA by SimpleDocs

Related to Adjustment for Non-Accredited Investors

  • Transfers to Non-QIB Institutional Accredited Investors The following provisions shall apply with respect to the registration of any proposed transfer of a Note to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons):

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

  • 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.

  • Investment Intent; Accredited Investor The Investor is purchasing the Note and the Warrant for its own account, for investment purposes, and not with a view towards distribution. The Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D of the 1933 Act. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (a) evaluating the merits and risks of an investment in the Note, the Warrant and the Investor Shares and making an informed investment decision, (b) protecting its own interests and (c) bearing the economic risk of such investment for an indefinite period of time.

  • 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:

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

  • Transfers of Rule 144A Notes and Institutional Accredited Investor Notes The following provisions shall apply with respect to any proposed registration of transfer of a Rule 144A Note or an Institutional Accredited Investor Note prior to the date that is one year after the later of the date of its original issue and the last date on which the Issuer or any Affiliate of the Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”):

  • Investment for Own Account The Securities are being issued to Laurus for its own account for investment only, and not as a nominee or agent and not with a view towards or for resale in connection with their distribution.

  • Initial Purchasers as Qualified Institutional Buyers Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that:

Time is Money Join Law Insider Premium to draft better contracts faster.