Bad Actor Disclosure Clause Samples
A Bad Actor Disclosure clause requires parties to reveal whether any individuals or entities associated with them have been involved in certain disqualifying events, such as securities law violations or fraud. Typically, this clause applies to company officers, directors, significant shareholders, or other key participants, and may require ongoing updates if new disqualifying events occur. Its core function is to ensure transparency and regulatory compliance, helping to protect investors and maintain trust by identifying potential risks related to past misconduct.
Bad Actor Disclosure. Such Purchaser hereby acknowledges and agrees that it has received and reviewed the disclosure set forth on Annex I attached hereto a reasonable time prior to the time that such Purchaser has agreed to purchase the Securities. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.
Bad Actor Disclosure. Such Buyer acknowledges and agrees that it has received and reviewed the disclosure set forth on Exhibit G attached hereto a reasonable time prior to the date hereof.
Bad Actor Disclosure. Such Investor hereby acknowledges and agrees that it has received and reviewed the disclosure set forth on Annex I attached hereto within a reasonable time prior to the time that such Investor has agreed to purchase the Units.
Bad Actor Disclosure. With respect to any securities of Buyer to be transferred hereunder in reliance on Rule 506 under the Securities Act, none of Buyer any of its respective predecessors, any affiliated issuer, any director, executive officer, other officer of Buyer participating in the transactions covered hereby, any beneficial owner of 20% or more of Buyer’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with Buyer in any capacity at the time of transfer (each, a “Buyer Covered Person” and, together, “Parent Covered Persons”) is subject to any Disqualification Event, except for (i) a Disqualification Event covered by Rule 506(d)(2) or (d)(3). Buyer has exercised reasonable care to determine whether any Parent Covered Person is subject to a Disqualification Event. Buyer has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Transferors a copy of any disclosures provided thereunder.