Common use of Bad Actor Clause in Contracts

Bad Actor. The Purchaser represents that neither it nor any of its Rule 506(d) Related Parties is a “bad actor” within the meaning of Rule 506(d) promulgated under the Securities Act. For purposes of this Agreement, “Rule 506(d) Related Parties” shall mean a “beneficial owner” of the Purchaser’s voting securities of the Company as provided under Rule 13d-3 under the Securities Exchange Act of 1934, of as amended.

Appears in 2 contracts

Samples: Convertible Promissory Note Purchase Agreement (MiNK Therapeutics, Inc.), Convertible Promissory Note Purchase Agreement (MiNK Therapeutics, Inc.)

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Bad Actor. The Purchaser hereby represents that neither it the Purchaser nor any of its Rule 506(d) Related Parties (as defined below) is a “bad actor” within the meaning of Rule 506(d) promulgated under the Securities Act. For purposes of this Agreement, “Rule 506(d) Related PartiesParty” shall mean a person or entity covered by the beneficial ownerBad Actor disqualificationprovision of Rule 506(d) of the Purchaser’s voting securities of the Company as provided under Rule 13d-3 under the Securities Exchange Act of 1934, of as amendedAct.

Appears in 1 contract

Samples: Common Stock and Warrant Purchase Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp)

Bad Actor. The Such Purchaser represents that neither it nor any of its Rule 506(d) Related Parties is a “bad actor” within the meaning of Rule 506(d) promulgated under the Securities Act. For purposes of this Agreement, “Rule 506(d) Related Parties” shall mean a “beneficial owner” of the Purchaser’s voting securities of the Company as provided under Rule 13d-3 under the Securities Exchange Act of 1934, of as amended.

Appears in 1 contract

Samples: Convertible Promissory Note Purchase Agreement (AIkido Pharma Inc.)

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Bad Actor. The Such Purchaser represents that neither it nor any of its Rule 506(d) Related Parties is a “bad actor” within the meaning of Rule 506(d) promulgated under the Securities Act. For purposes of this Agreement, “Rule 506(d) Related Parties” shall mean a “beneficial owner” of the Purchaser’s voting securities of the Company as provided under Rule 13d-3 under the Securities Exchange Act of 1934, of as amended.,

Appears in 1 contract

Samples: Note Purchase Agreement (Homology Medicines, Inc.)

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