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? Yes o (If yes, please continue to Question 1.a) No o (If no, please continue to Question 2) 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? Yes o (If yes, please continue to Question 2.a) No o (If no, please continue to Question 3) 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 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. (2) You may limit your response to final orders of: (i) state securities commissions (or state agencies/officers that perform a similar function); (ii) state authorities that supervise or examine banks, savings associations or credit unions; (iii) state insurance commissions (or state agencies/officers that perform a similar function); (iv) federal banking agencies; (v) the U.S. Commodity Futures Trading Commission; or (vi) the U.S. National Credit Union Administration. 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 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) Yes o (If yes, please continue to Question 4.a) No o (If no, please continue to Question 5) 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? 5. Are you subject to any SEC cease and desist order entered within the past five years? Yes o (If yes, please continue to Question 5.a) No o (If no, please continue to Question 6) a) If your answer to Question 5 was “yes”, does the order currently require you to cease and desist from committing or causing a violation or future violation of (i) any knowledge-based anti-fraud provision of the U.S. federal securities laws(4) or (ii) Section 5 of the Securities Act? Yes o No o 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?
Appears in 1 contract
Samples: Stock Purchase Agreement
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? Yes o (If yes, please continue to Question 1.a) No o (If no, please continue to Question 2)?
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¨ 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? Yes o (If yes, please continue to Question 2.a) No o (If no, please continue to Question 3)?
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 order(1) order4 of any governmental commission, authority, agency or officer(2)(2officer5(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.
(2) You may limit your response to final orders of: (i) state securities commissions (or state agencies/officers that perform a similar function); (ii) state authorities that supervise or examine banks, savings associations or credit unions; (iii) state insurance commissions (or state agencies/officers that perform a similar function); (iv) federal banking agencies; (v) the U.S. Commodity Futures Trading Commission; or (vi) the U.S. National Credit Union Administration. ? 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 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)(3order?6(3) Yes o (If yes, please continue to Question 4.a) No o (If no, please continue to Question 5)
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 pxxxx stock?
4 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. 5 You may limit your response to final orders of: (i) state securities commissions (or state agencies/officers that perform a similar function); (ii) state authorities that supervise or examine banks, savings associations or credit unions; (iii) state insurance commissions (or state agencies/officers that perform a similar function); (iv) federal banking agencies; (v) the U.S. Commodity Futures Trading Commission; or (vi) the U.S. National Credit Union Administration. 6 You may limit your response to disciplinary orders issued pursuant to Sections 15(b) or 15B(c) of the Exchange Act or Section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Advisers Act”).
5. Are you subject to any SEC cease and desist order entered within the past five years? Yes o (If yes, please continue to Question 5.a) No o (If no, please continue to Question 6)?
a) If your answer to Question 5 was “yes”, does the order currently require you to cease and desist from committing or causing a violation or future violation of (i) any knowledge-based anti-fraud provision of the U.S. federal securities laws(4) laws7 or (ii) Section 5 of the Securities Act? Yes o ¨ No o¨
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?
7. Have you registered a securities offering with the SEC, made an offering under Regulation A or been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC?
a) If your answer to Question 7 was “yes”:
i) During the past five years, was any such registration statement or Regulation A offering statement the subject of a refusal order, stop order or order suspending the Regulation A exemption? Yes ¨ No ¨
ii) Is any such registration statement or Regulation A offering statement currently the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued? Yes ¨ No ¨ 7 Including (but not limited to) Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15(c)(1) of the Exchange Act, and Section 206(1) of the Advisers Act or any other rule or regulation thereunder. 8 In providing additional information, please explain whether or not the suspension or expulsion resulted from “any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.”
8. Are you subject to a U.S. Postal Service false representation order entered within the past five years?
Appears in 1 contract
Samples: Securities Purchase Agreement (Jaguar Health, Inc.)
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? Yes o (If yes, please continue to Question 1.a) No o (If no, please continue to Question 2)?
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? Yes o (If yes, please continue to Question 2.a) No o (If no, please continue to Question 3)?
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 order(1) order2 of any governmental commission, authority, agency or officer(2)(2officer3(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.
(2) You may limit your response to final orders of: (i) state securities commissions (or state agencies/officers that perform a similar function); (ii) state authorities that supervise or examine banks, savings associations or credit unions; (iii) state insurance commissions (or state agencies/officers that perform a similar function); (iv) federal banking agencies; (v) the U.S. Commodity Futures Trading Commission; or (vi) the U.S. National Credit Union Administration. ? 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 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) Yes o (If yes, please continue to Question 4.a) No o (If no, please continue to Question 5order?4(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?
5. Are you subject to any SEC cease and desist order entered within the past five years? Yes o (If yes, please continue to Question 5.a) No o (If no, please continue to Question 6)?
a) If your answer to Question 5 was “"yes”", does the order currently require you to cease and desist from committing or causing a violation or future violation of (i) any knowledge-based anti-fraud provision of the U.S. federal securities laws(4) laws5 or (ii) Section 5 of the Securities Act? Yes o No o
6. Have you been suspended 2 A "final order" is defined under Rule 501(g) as a written directive or expelled from membership indeclaratory 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 suspended action by such federal or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association?state agency.
Appears in 1 contract
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? Yes o (If yes, please continue to Question 1.a) No o (If no, please continue to Question 2)?
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? Yes o (If yes, please continue to Question 2.a) No o (If no, please continue to Question 3)?
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 order(1) order1 of any governmental commission, authority, agency or officer(2)(2officer2(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.
(2) You may limit your response to final orders of: (i) state securities commissions (or state agencies/officers that perform a similar function); (ii) state authorities that supervise or examine banks, savings associations or credit unions; (iii) state insurance commissions (or state agencies/officers that perform a similar function); (iv) federal banking agencies; (v) the U.S. Commodity Futures Trading Commission; or (vi) the U.S. National Credit Union Administration. ? 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 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)(3order?3(3) Yes o ¨ (If yes, please continue to Question 4.a) No o ¨ (If no, please continue to Question 5)
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?
5. Are you subject to any SEC cease and desist order entered within the past five years? Yes o (If yes, please continue to Question 5.a) No o (If no, please continue to Question 6)?
a) If your answer to Question 5 was “yes”, does the order currently require you to cease and desist from committing or causing a violation or future violation of (i) any knowledge-based anti-fraud provision of the U.S. federal securities laws(4) laws4 or (ii) Section 5 of the Securities Act? Yes o ¨ No o¨
6. Have you been suspended 1 A “final order” is defined under Rule 501(g) as a written directive or expelled from membership indeclaratory 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 suspended action by such federal or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association?state agency.
Appears in 1 contract
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? Yes o (If yes, please continue to Question 1.a) No o (If no, please continue to Question 2)?
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? Yes o (If yes, please continue to Question 2.a) No o (If no, please continue to Question 3)?
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 order(1) order of any governmental commission, authority, agency or officer(2)(2officer(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.
(2) You may limit your response to final orders of: (i) state securities commissions (or state agencies/officers that perform a similar function); (ii) state authorities that supervise or examine banks, savings associations or credit unions; (iii) state insurance commissions (or state agencies/officers that perform a similar function); (iv) federal banking agencies; (v) the U.S. Commodity Futures Trading Commission; or (vi) the U.S. National Credit Union Administration. 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 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) Yes o (If yes, please continue to Question 4.a) No o (If no, please continue to Question 5order?(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?
5. Are you subject to any SEC cease and desist order entered within the past five years? Yes o (If yes, please continue to Question 5.a) No o (If no, please continue to Question 6)?
a) If your answer to Question 5 was “yes”, does the order currently require you to cease and desist from committing or causing a violation or future violation of (i) any knowledge-based anti-fraud provision of the U.S. federal securities laws(4) laws or (ii) Section 5 of the Securities Act? Yes o No o
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?
7. Have you registered a securities offering with the SEC, made an offering under Regulation A or been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC?
a) If your answer to Question 7 was “yes”:
i) During the past five years, was any such registration statement or Regulation A offering statement the subject of a refusal order, stop order or order suspending the Regulation A exemption? Yes No
ii) Is any such registration statement or Regulation A offering statement currently the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued? Yes No
8. Are you subject to a U.S. Postal Service false representation order entered within the past five years?
9. Are you currently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the U.S. Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations?
Appears in 1 contract
Samples: Securities Purchase Agreement (SAB Biotherapeutics, Inc.)
