Bad Actor Representation Clause Samples

Bad Actor Representation. Each Person with the right to designate or participate in the designation of a director pursuant to this Agreement hereby represents that none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act (a “Disqualification Event”) is applicable to such Person or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this Agreement, “Rule 506(d) Related Party” shall mean with respect to any Person any other Person that is a beneficial owner of such first Person’s securities for purposes of Rule 506(d) of the Securities Act.

Bad Actor Representation. None of the Company, and to the Company’s knowledge any of Company Covered Person is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event.

Bad Actor Representation. Neither Seller nor any of Seller’s owners, officers, directors or Affiliates (as applicable) is or has been: (i) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (ii) subject to any order, judgment or decree (not subsequently reversed, suspended or vacated) of any court of competent jurisdiction permanently or temporarily enjoining it from, or otherwise imposing limits or conditions on it in connection with, engaging in any securities, investment advisory, banking, insurance or other type of business or acting as an officer or director of a public company; (iii) found by a court of competent jurisdiction in any Action or by any Governmental Authority to have violated any Laws, or been under investigation in connection with such violations or alleged violations; or (iv) engaged in other conduct that would be required to be disclosed in a prospectus under Item 401(f) of SEC Regulation S K if Seller were a covered person.

Bad Actor Representation. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the transactions contemplated by this Agreement, any beneficial owner of 20% or more of the Company’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 the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

Bad Actor Representation. Purchaser is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a "Disqualification Event"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3).

Bad Actor Representation. The Purchaser is familiar with the “bad actor” provisions of Rule 506(d) under the Securities Act (“Rule 506(d)”) and except as set forth on the Disqualification and Disclosure Questionnaire in the form attached hereto as Exhibit J (the “Disqualification Questionnaire”), the Purchaser, inclusive of the control persons of the Purchaser, is not and has not been subject to or experienced any of the events described in Rule 506(d)(1)(i)-(viii) (a "Disqualifying Event"). The Purchaser agrees to notify the Company as soon as practicable of the Purchaser, inclusive of the control persons of the Purchaser, becoming subject to or experiencing a Disqualifying Event or the occurrence of any other event that would cause the representations set forth in the preceding sentence to be inaccurate.

Bad Actor Representation. YAC represents, warrants and agrees that neither it, nor any of its affiliates, nor any of its or their directors, general partners, managing members, executive officers, or other officers expected to participate in the offering of the Securities contemplated hereby (each, a “YAC Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act of 1933, as amended (a “Disqualification Event”), except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the Securities Act and (ii) a description of which has been furnished in writing to the Company on or prior to the Effective Date. YAC shall provide prompt written notice to the Company of any Disqualification Event relating to any YAC Covered Person, or any event that would, with the passage of time, become such a Disqualification Event.

Bad Actor Representation. None of the Steampunk, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Steampunk participating in the this transaction, any beneficial owner of 20% or more of Steampunk’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 Steampunk in any capacity at the time of sale (each, an "Issuer Covered Person" and, together, "Issuer Covered Persons") is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a "Disqualification Event"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). Steampunk has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.