Controlling Person Status Clause Samples

Controlling Person Status. Is the Subscriber or will the Subscriber be a person (including an entity) that has discretionary authority or control with respect to the assets of the Company or a person who provides investment advice with respect to the assets of the Company or an “affiliate” of such a person? For purposes of this representation and agreement, an “affiliate” is any person controlling, controlled by or under common control with any such person, including by reason of having the power to exercise a controlling influence over the management or policies of such person? ◻ Yes ◻ No Schedule 2 to Subscription Agreement: Status as Benefit Plan Investor or Other Plan Investor (For ERISA Stockholders, including IRAs, and Other Plan Investors Only)
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Controlling Person Status. Is the Subscriber or will the Subscriber be a person (including an entity) that has discretionary authority or control with respect to the assets of the Company or a person who provides investment advice with respect to the assets of the Company or an “affiliate” of such a person? For purposes of this representation and agreement, an “affiliate” is any person controlling, controlled by or under common control with any such person, including by reason of having the power to exercise a controlling influence over the management or policies of such person? ☐ Yes ☐ No Schedule 2 to Subscription Agreement: (a) Overview
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Related to Controlling Person Status

  • Acquiring Person As of the Signing Date, neither the Investor nor any of its Affiliates beneficially owns, and immediately prior to the Closing, neither the Investor nor any of its Affiliates will beneficially own (in each case, as determined pursuant to Rule 13d-3 under the Exchange Act without regard for the number of days in which a Person has the right to acquire such beneficial ownership, and without regard to Investor’s rights under this Agreement), any securities of the Company, except for securities that may be beneficially owned by employee benefit plans of either the Investor or any of its Affiliates.

  • Organization Status The Dealer Manager is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.

  • S Corporation Status The Company and Seller shall not revoke the Company’s election to be taxed as an S corporation within the meaning of Code § 1361 and § 1362. The Company and Sellers shall not take or allow any action that would result in the termination of the Company’s status as a validly electing S corporation within the meaning of Code § 1361 and § 1362.

  • Qualified Independent Underwriter 7.1. QIU represents that it is qualified to act as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will indemnify and hold harmless QIU, its directors, officers, employees and agents and each person, if any, who controls QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse QIU for any legal or other expenses reasonably incurred by QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of QIU. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless QIU for any reason, the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be equal to the fees received by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this Agreement.

  • Beneficial Ownership of Registrable Securities (a) Type and Number of Registrable Securities beneficially owned: