Exchange Procedures for Unaccredited Investors Sample Clauses

Exchange Procedures for Unaccredited Investors. Notwithstanding the provisions of Section 2.4(b), any Stockholder that does not certify that he, she or it is an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) in this Agreement or in the letter of transmittal submitted to Parent or as to whom Parent otherwise reasonably believes is not an “accredited investor” (an “Unaccredited Investor”) shall not receive any shares of Parent Common Stock in the Merger and shall receive cash in lieu thereof pursuant to this Section 2.4(c). Upon surrender by an Unaccredited Investor of a Certificate for cancellation to Parent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall, in lieu of any shares of Parent Common Stock that such holder would have had a right to receive, be entitled to receive cash in an amount equal to the product of (i) the Per Share Stock Amount minus the Per Share Escrow Amount multiplied by (ii) the Average Closing Price multiplied by (iii) the number of Outstanding Shares formerly evidenced by such Certificate.
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Related to Exchange Procedures for Unaccredited Investors

  • Accredited Investors The Optionee is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

  • Institutional Accredited Investor It is and will be on the Closing Date (i) an institutional “accredited investor” as such term is defined in Rule 501(a) of Regulation D and as contemplated by subsections (1), (2), (3) and (7) of Rule 501(a) of Regulation D, and has no less than $5,000,000 in total assets, or (ii) a QIB.

  • Transfers to Non-QIB Institutional Accredited Investors The following provisions shall apply with respect to the registration of any proposed transfer of a Note to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons):

  • Accredited Investor Status The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

  • Accredited Investor The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

  • Transfers of Rule 144A Notes and Institutional Accredited Investor Notes The following provisions shall apply with respect to any proposed registration of transfer of a Rule 144A Note or an Institutional Accredited Investor Note prior to the date that is one year after the later of the date of its original issue and the last date on which the Issuer or any Affiliate of the Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”):

  • Investment Intent; Accredited Investor The Investor is purchasing the Note and the Warrant for its own account, for investment purposes, and not with a view towards distribution. The Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D of the 1933 Act. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (a) evaluating the merits and risks of an investment in the Note, the Warrant and the Investor Shares and making an informed investment decision, (b) protecting its own interests and (c) bearing the economic risk of such investment for an indefinite period of time.

  • 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.

  • Accredited Investor Status or Investment Limits Subscriber represents that either:

  • Initial Purchasers as Qualified Institutional Buyers Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that:

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