BAD ACTOR QUESTIONNAIRE Sample Clauses

BAD ACTOR QUESTIONNAIRE. You must fill out Part B of the only if one following categories applies to you in connection with the offer and sale of the Securities by the Corporation (the “Offering”). • any director, executive officer, other officer participating in the Offering; • general partner or managing member of the Corporation; • any beneficial owner of 20% of more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power; • any promoter connected with the Corporation in any capacity at the time of such sale; • any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering; • any general partner or managing member of any such investment manager or solicitor; or • any director, executive officer or other officer participating in the Offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? a) If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ No ¨ 2. Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter? a) If your answer to Question 2 was “yes”, does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ No ¨ 3. Are you subject to any final order1 of any governmental commission, authority, agency or officer2 related to any securities, insurance or banking matter? Yes ¨ (If yes, please continue to Question 3.a) No ¨ (If no, please continue to Question 4) a) If your answer to Question 3 was “yes”: i) Does the order currently bar you from: (i) associating with an entity regulated by such commission, authority, agency or officer; (ii) engag...
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BAD ACTOR QUESTIONNAIRE. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? a) If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ No ¨ 2. Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter? a) If your answer to Question 2 was “yes”, does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ No ¨ 3. Are you subject to any final order 1 of any governmental commission, authority, agency or officer 2 (2) related to any securities, insurance or banking matter? 1 A “final order” is defined under Rule 501(g) as a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under applicable statutory authority that provides for notice and an opportunity for a hearing, and that constitutes a final disposition or action by such federal or state agency.
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BAD ACTOR QUESTIONNAIRE. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? a) If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes o No o 2. Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter? a) If your answer to Question 2 was “yes”, does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes o No o 3. Are you subject to any final order1 of any governmental commission, authority, agency or officer2(2) related to any securities, insurance or banking matter? Yes ¨ (If yes, please continue to Question 3.a) No ¨ (If no, please continue to Question 4) a) If your answer to Question 3 was “yes”: i) Does the order currently bar you from: (i) associating with an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities? Yes o No o ii) Was the order (i) entered within the past ten years and (ii) based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct? Yes o No o 4. Are you subject to any SEC disciplinary order?3(3) a) If your answer to Question 4 was “yes”, does the order currently: (i) suspend or revoke your registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) place limitations on your activities, functions or operations; or (iii) bar you from being associated with any particular entity or class of entities or from participating in the offering of any xxxxx stock? 1 A “final order” is defined under Rule 501(g) as a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under applicable statutory authority t...
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BAD ACTOR QUESTIONNAIRE. If applicable, subscribers must read carefully, complete and sign the “Bad Actor” Questionnaire attached as Exhibit B. Rule 506 of Regulation D, promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Act, provides an exemption from the registration requirements of the Securities Act for offerings made to “Accredited Investors.” That exemption, however, is not available where any person participating in the offering is disqualified due to specified past misconduct. The “Bad Actor” Questionnaire aims to determine whether any person responsible for the Offering described is so disqualified. The Company and its counsel will rely on your answers in determining whether an exemption is available for the Offering. Please follow the instructions to the “Bad Actor” Questionnaire. If you have questions concerning any of the information called for, you may ask your lawyer, accountant, or the Company for assistance.
Sample 1Sample 2
BAD ACTOR QUESTIONNAIRE. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? a) If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ No ¨ 3 Please follow these guidelines in calculating the value of your principal residence: (i) you may not include equity in your principal residence as an asset; (ii) you may exclude indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence on the date hereof from the calculation of liabilities (unless the amount of such indebtedness outstanding on the date hereof exceeds the amount outstanding 60 days before the date hereof, other than as a result of the acquisition of the primary residence, in which case the excess should be included in the calculation of liabilities); and (iii) you should include indebtedness that is secured by your principal residence in excess of the fair market value of the primary residence on the date hereof in the calculation of liabilities. 2. Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter? a) If your answer to Question 2 was “yes”, does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ No ¨ 3. Are you subject to any final order4 of any governmental commission, authority, agency or officer5(2) related to any securities, insurance or banking matter? Yes o (If yes, please continue to Question 3.a) No o (If no, please continue to Question 4) a) If your answer to Question 3 was “yes”: i) Does the order currently bar you from: (i) associating with an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities? Yes ¨ No ...
Sample 1
BAD ACTOR QUESTIONNAIRE. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? 2. Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter? 3. Are you subject to any final order of any governmental commission, authority, agency or officer (2) related to any securities, insurance or banking matter? i) Does the order currently bar you from: (i) associating with an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities? Yes  No  ii) Was the order (i) entered within the past ten years and (ii) based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct? Yes  No  4. Are you subject to any SEC disciplinary order? (3) 5. Are you subject to any SEC cease and desist order entered within the past five years? 6. Have you been suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association?
Sample 1
BAD ACTOR QUESTIONNAIRE. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? Yes ☐ (If yes, please continue to Question 1.a) No ☐ (If no, please continue to Question 2)
Sample 1
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Related to BAD ACTOR QUESTIONNAIRE

  • Investor Questionnaire The undersigned represents and warrants to the Company that all information that the undersigned has provided to the Company, including, without limitation, the information in the Investor Questionnaire attached hereto or previously provided to the Company (the “Investor Questionnaire”), is correct and complete as of the date hereof.

  • 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:

  • REGISTRATION STATEMENT QUESTIONNAIRE In connection with the preparation of the Registration Statement, please provide us with the following information:

  • Underwriters’ Questionnaire Your acceptance of the Invitation Wire for an Offering or your participation in an Offering as an Underwriter will confirm that you have no exceptions to the Underwriters’ Questionnaire attached as Exhibit A hereto (or to any other questions addressed to you in any Wires relating to the Offering previously sent to you), other than exceptions noted by you In Writing in connection with the Offering and received from you by us before the time specified in the Invitation Wire or any subsequent Wire.

  • QUESTIONNAIRE Full Legal Name of Selling Securityholder:

  • Interest Questionnaire - Form CIQ No response Do not upload this form unless you have a reportable conflict with TIPS. There is an Attribute entitled “Conflict of Interest Questionnaire Requirement” immediately followed by an Attribute entitled “Conflict of Interest Questionnaire Requirement – Form CIQ – Continued.” Properly respond to those Attributes and only upload this form if applicable/instructed. If upload is required based on your response to those Attributes, the Conflict of Interest Questionnaire – Form CIQ must be downloaded from the “Attachments” section of the IonWave eBid System, reviewed, properly completed, and uploaded at this location.

  • Conflict of Interest Questionnaire Requirement Vendor agrees that it has looked up, read, and understood the current version of Texas Local Government Code Chapter 176 which generally requires disclosures of conflicts of interests by Vendor hereunder if Vendor:

  • D&O Questionnaires To the Company’s knowledge, all information contained in the questionnaires completed by each of the Company’s directors and officers immediately prior to the Offering as well as in the Lock-Up Agreement provided to the Underwriters is true and correct in all respects and the Company has not become aware of any information which would cause the information disclosed in such questionnaires become inaccurate and incorrect.

  • Conflict of Interest Questionnaire - Form CIQ No response Do not upload this form unless you have a reportable conflict with TIPS. There is an Attribute entitled “Conflict of Interest Questionnaire Requirement” immediately followed by an Attribute entitled “Conflict of Interest Questionnaire Requirement – Form CIQ – Continued.” Properly respond to those Attributes and only upload this form if applicable/instructed. If upload is required based on your response to those Attributes, the Conflict of Interest Questionnaire – Form CIQ must be downloaded from the “Attachments” section of the IonWave eBid System, reviewed, properly completed, and uploaded at this location.

  • Conflict of Interest Questionnaire Requirement - Form CIQ - Continued If you responded "No, Vendor does not certify - VENDOR HAS CONFLICT" to the Conflict of Interest Questionnaire question above, you are required by law to fully execute and upload the form attachment entitled "Conflict of Interest Questionnaire - Form CIQ." If you accurately claimed no conflict above, you may disregard the form attachment entitled "Conflict of Interest Questionnaire - Form CIQ." Have you uploaded this form if applicable? Not Applicable

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