Common use of Ineligible Issuer Status Clause in Contracts

Ineligible Issuer Status. As of the determination date referenced in Rule 164(h) under the Act, the Company was not, is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Offered Shares pursuant to Rules 164, 405 and 433, including (x) the Company or its subsidiaries in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company or its subsidiaries in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding or examination under Section 8 of the Act and not being the subject of a pending proceeding under Section 8A of the Act in connection with an offering, all as described in Rule 405.

Ineligible Issuer Status. As of the determination date referenced in Rule 164(h) under the Securities Act, the Company was not, is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Offered Placement Shares pursuant to Rules 164, 405 and 433, including (x) the Company or its subsidiaries in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company or its subsidiaries in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding or examination under Section 8 of the Act and not being the subject of a pending proceeding under Section 8A of the Act in connection with an offering, all as described in Rule 405.

Ineligible Issuer Status. As (i) At the time of the determination initial filing of the Initial Registration Statement and (ii) at the date referenced in Rule 164(h) under the Actof this Agreement, the Company was not, not and is not or will not be (as applicable) an “ineligible issuer,” as defined in connection with the offering of the Offered Shares pursuant to Rules 164, 405 and 433Rule 405, including (x) the Company or any of its subsidiaries Subsidiaries, as such term is defined below, in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company or its subsidiaries in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding or examination under Section 8 of the Act and not being the subject of a pending proceeding under Section 8A of the Act in connection with an offeringthe offering of the Offered Securities, all as described in Rule 405.

Ineligible Issuer Status. As (i) At the time of the determination initial filing of the Initial Registration Statement and of any post-effective amendment thereto and (ii) at the date referenced in Rule 164(h) under the Actof this Agreement, the Company was not, not and is not or will not be (as applicable) an “ineligible issuer,” as defined in connection with the offering of the Offered Shares pursuant to Rules 164, 405 and 433Rule 405, including (x) the Company or its subsidiaries any subsidiary of the Company in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company or its subsidiaries in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding or examination under Section 8 of the Act and not being the subject of a pending proceeding under Section 8A of the Act in connection with an offeringthe offering of the Offered Securities, all as described in Rule 405.

Ineligible Issuer Status. As (i) At the time of the determination initial filing of the Initial Registration Statement and (ii) at the date referenced in Rule 164(h) under the Actof this Agreement, the Company was not, not and is not or will not be (as applicable) an “ineligible issuer,” as defined in connection with the offering of the Offered Shares pursuant to Rules 164, 405 and 433Rule 405, including (x) the Company or its subsidiaries any subsidiary of the Company in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order order, in each case as described in Rule 405 and (y) the Company or any of its subsidiaries in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding or examination under Section 8 of the Act and not being the subject of a pending proceeding under Section 8A of the Act in connection with an offeringthe offering of the Offered Securities, all as described in Rule 405.

Ineligible Issuer Status. As of the determination date referenced in Rule 164(h) under the Securities Act, the Company was not, is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Offered Shares pursuant to Rules 164, 405 and 433, including (x) the Company or its subsidiaries in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company or its subsidiaries in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding or examination under Section 8 of the Act and not being the subject of a pending proceeding under Section 8A of the Act in connection with an offering, all as described in Rule 405.

Ineligible Issuer Status. As (A) At the time of the determination initial filing of the Initial Registration Statement and (B) at the date referenced in Rule 164(h) under the Actof this Agreement, the Company was not, not and is not or will not be (as applicable) an “ineligible issuer,” as defined in connection with the offering of the Offered Shares pursuant to Rules 164, 405 and 433Rule 405, including (xi) the Company or its any of -its subsidiaries or VIEs (as defined below) in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 405, and (yii) the Company or its subsidiaries in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding or examination under Section 8 of the Act and not being the subject of a pending proceeding under Section 8A of the Act in connection with an offeringthe offering of the Offered Securities, all as described in Rule 405.

Ineligible Issuer Status. As At the earliest time after the filing of the determination date referenced in Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h164(h)(2)) under of the ActOffered Securities, the Company was not, not and is not or will not be (as applicable) an “ineligible issuer,” as defined in connection with the offering of the Offered Shares pursuant to Rules 164, 405 and 433Rule 405, including (x) the Company or its subsidiaries any other subsidiary in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company or its subsidiaries in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding or examination under Section 8 of the Act and not being the subject of a pending proceeding under Section 8A of the Act in connection with an offeringthe offering of the Securities, all as described in Rule 405.

Ineligible Issuer Status. As (i) At the time of the determination initial filing of the Initial Registration Statement and of any post-effective amendment thereto and (ii) at the date referenced in Rule 164(h) under the Actof this Agreement, the Company was not, not and is not or will not be (as applicable) an “ineligible issuer,” as defined in connection with the offering of the Offered Shares pursuant to Rules 164, 405 and 433Rule 405, including (x) the Company or its subsidiaries any other subsidiary in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company or its subsidiaries in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding or examination under Section 8 of the Act and not being the subject of a pending proceeding under Section 8A of the Act in connection with an offeringthe offering of the Offered Securities, all as described in Rule 405.

Ineligible Issuer Status. As (i) At the time of initial filing of the determination Initial Registration Statement and any Additional Registration Statement, (ii) at the date referenced in Rule 164(hof this Agreement, and (iii) under at the ActClosing Date, the Company was not, not and is not or will not be (as applicable) an “ineligible issuer,” as defined in connection with the offering of the Offered Shares pursuant to Rules 164, 405 and 433Rule 405, including (x) the Company or its subsidiaries any other subsidiary in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company or its subsidiaries in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding or examination under Section 8 of the Act and not being the subject of a pending proceeding under Section 8A of the Act in connection with an offeringthe offering of the Offered Securities, all as described in Rule 405.