FOR ENTITIES ONLY Sample Clauses

FOR ENTITIES ONLY. A. If the Investor is a partnership, limited liability company, corporation or trust, list the names of each partner, member, stockholder, or trustee and beneficiary, and indicate the date of organization. Name of Entity:
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FOR ENTITIES ONLY. Are you an employee benefit plan subject to ERISA, including, without limitation, an employer- sponsored individual retirement account, simplified employee pension account or Xxxxx plan account? [ ] YES [ ] NO If yes, please describe below the type of entity that you are and the nature of your business: SIGNATURE PAGE TO INVESTOR QUESTIONNAIRE The undersigned represents that, to the best of Investor’s knowledge, the above information is true and correct in all respects. The Investor agrees that it will notify the Company in writing immediately of any material change in any of the foregoing information prior to consummation of his, her or its purchase of the Offering. The undersigned understands that the information being furnished in this Investor Questionnaire is required primarily to enable the Company to determine whether an offer and sale of the Offering to the subscriber may be made without registration under federal and state securities laws, and whether the Company will comply with certain provisions of federal and state laws applicable to investment advisers and private investment companies. The undersigned recognizes that investment in the Company involves substantial risks, including a risk of total loss of the Investor’s investment, and the Investor is aware of and understands all of the risk factors related to the Investor’s purchase of the Offering including, but not limited to, the “Risk Factors” set forth in Appendix I hereto. By: Name: Its: Date: Exhibit A APPENDIX I RISK FACTORS
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FOR ENTITIES ONLY. (iii) Is the Investor, or is the Investor acting (directly or indirectly) on behalf of an ERISA Partner? o Yes o No
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FOR ENTITIES ONLY. NOTE: This special representation and warranty should only be completed if the Investor cannot make the representations set forth in Section 3(n)(iii) of this Subscription Agreement. By your signature on this page you represent, warrant and covenant as of the date hereof, as of the Closing and for so long as you hold all or any part of your Interest and have not informed the General Partner in writing of any change pursuant to the following sentence, that the total number of your beneficial owners listed below your signature below is correct. You agree to promptly notify the General Partner in writing should your total number of beneficial owners change, which such notification shall include an updated representation and warranty confirming the total number of your beneficial owners as of the date thereof and for so long as you hold all or any part of your Interest and have not informed the General Partner in writing of any further change pursuant to this sentence. THE INVESTOR Date of Execution: _______________ [Please Print or Type Name of the Investor] By: Name: Title: Your Total Number of Beneficial Owners: EXHIBIT A Exhibit A Blank Partnership Agreement Signature Page
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FOR ENTITIES ONLY. NAME OF PURCHASER Novit, L.P. By: /s/ F. Xxxxxxx Xxxxxxxx Name: F. Xxxxxxx Xxxxxxxx Title: Director, Novit US Inc. For Individuals Only: (Sign here) Print Name: For All Purchasers: Number of Shares: 900,000 Purchase Price: $450,000 Address: 000 Xxxxxxxxxx Xxxxx Rockville MD 20850 Tel: Fax: Email: to Securities Purchase Agreement For Entities Only: NAME OF PURCHASER By: Name: Title: For Individuals Only: /s/ F. Xxxxxxx Xxxxxxxx (Sign here) Print Name: F. Xxxxxxx Xxxxxxxx For All Purchasers: Number of Shares: 100,000 Purchase Price: $50,000 Address: Tel: Fax: Email: to Securities Purchase Agreement
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FOR ENTITIES ONLY. NAME OF PURCHASER Farma LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Member For Individuals Only: (Sign here) Print Name: For All Purchasers: Number of Shares: 1,000,000 Purchase Price: $500,000 Address: Tel: Fax: Email: to Securities Purchase Agreement For Entities Only: NAME OF PURCHASER By: Name: Title: For Individuals Only: /s/ Xxxxxxx Xxxxxxx Xxxx (Sign here) Print Name: Xxxxxxx Xxxxxxx Xxxx For All Purchasers: Number of Shares: 400,000 Purchase Price: $200,000 Address: Tel: Fax: Email: to Securities Purchase Agreement For Entities Only: NAME OF PURCHASER By: Name: Title: For Individuals Only: /s/ Xxxxx Xxxxxxx and Xxxxxxxx Xxxxxxx (Sign here) Print Name: Xxxxx Xxxxxxx and Xxxxxxxx Xxxxxxx For All Purchasers: Number of Shares: 200,000 Purchase Price: $100,000 Address: Tel: Fax: Email: to Securities Purchase Agreement
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FOR ENTITIES ONLY. ☐ (a) A bank as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity. ☐ (b) A broker-dealer registered pursuant to Section 15 of the U.S. Securities Exchange Act of 1934, as amended. * An FATF Country is a country that is a member of the Financial Action Task Force. The list of FATF Countries may be found at: xxxx://xxx.xxxx-xxxx.xxx/countries/#FATF. KFITQPOI JUNE 2023 ☐ (c) An investment adviser registered pursuant to Section 203 of the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”) or registered pursuant to the laws of a state.
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FOR ENTITIES ONLY. 4. A bank as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity.
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Related to FOR ENTITIES ONLY

  • Merger Subsidiaries Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.14(a) or (b), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

  • Formation and Qualification of the Partnership Entities Each of Enterprise Products Holdings LLC, a Delaware limited liability company (the “General Partner”), the Partnership, EPOGP, EPO and their respective subsidiaries listed on Schedule III hereto (each, a “Partnership Entity” and collectively, the “Partnership Entities,” and the subsidiaries of the Partnership listed on Schedule III hereto, the “Subsidiaries”) has been duly formed or incorporated, as the case may be, and is validly existing in good standing under the laws of its jurisdiction of formation or incorporation, as the case may be, with all corporate, limited liability company or partnership, as the case may be, power and authority necessary to own or hold its properties and conduct the businesses in which it is engaged and, in the case of the General Partner and EPOGP, to act as general partner of the Partnership and managing member of EPO, respectively, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Each Partnership Entity is duly registered or qualified to do business and is in good standing as a foreign corporation, limited liability company or limited partnership, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification or registration, except where the failure to so qualify or register would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Partnership Entities taken as a whole (a “Material Adverse Effect”) or subject the limited partners of the Partnership to any material liability or disability.

  • Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Capitalization of the Company and its Subsidiaries (a) The authorized stock of the Company consists of 25,800,000 shares of Preferred Stock, of which 25,000,000 are designated Series B Stock and 800,000 are designated Series A Stock, and 40,000,000 shares of Common Stock. As of February 20, 2007, 13,972,365 shares of Common Stock were issued and outstanding, 149,962 shares of Series A Stock were issued and outstanding and 4,500,000 shares of Series B Stock were outstanding. All such shares of Common Stock, Series A Stock and Series B Stock outstanding as of such date have been duly authorized, validly issued, and are fully paid, nonassessable and free of preemptive rights or other similar rights. The Company has no commitments to issue or deliver any shares of Common Stock, except that, as of February 20, 2007, a total of 1,090,265 shares of Common Stock were reserved for issuance pursuant to outstanding Company Options, 702,680 shares of Common Stock were reserved for issuance pursuant to outstanding Company Common Warrants, 8,283,000 shares of Series B Stock were reserved for issuance pursuant to outstanding warrants to purchase Series B Stock, 22,077 shares of Common Stock were required for issuance upon conversion and in accordance with the terms of outstanding Debentures, 458,134 shares of Common Stock were reserved for issuance upon conversion of outstanding shares of Series A Preferred Stock and 12,783,000 shares of Common Stock were reserved for issuance upon conversion of shares of Series B Stock (both outstanding and issuable upon exercise of warrants to purchase Series B Stock). All outstanding Company Options are governed by the terms and conditions of the Company’s 2003 Stock Plan and the standard form of stock option agreement used for such plans, respectively. All outstanding Company Common Warrants are governed by the terms and conditions of a warrant agreement, the form of which is included as an exhibit to a Company Report. Except as set forth in this paragraph, there are no authorized or outstanding debt or equity securities of the Company, and the Company has no obligations to authorize or issue additional debt or equity securities of the Company.

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Organization and Qualification; Subsidiaries The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, in all material respects. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary or desirable, except for such failures to be so qualified, licensed or in good standing that would not have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHL, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documents.

  • Organization; Subsidiaries (a) Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Company.

  • Organization, Corporate Power and Licenses The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of its incorporation described above and is qualified to do business in every jurisdiction in which the failure to so qualify has had or would reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company and its subsidiaries taken as a whole. The Company possesses all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of any existing Stock Purchase Agreements and the Stockholders Agreements and the Company's charter documents and bylaws which have been furnished to Purchaser or the Purchaser's special counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

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