Investor Questionnaires Clause Samples

Investor Questionnaires. Company Stockholders representing not less than 95% of the outstanding capital stock and voting power of the Company (calculated on an as converted to Company Common Stock basis) shall have executed and delivered to Parent an Investor Questionnaire demonstrating that such Company Stockholder is an “accredited investor” (within the meaning of Regulation D under the Securities Act), together with a properly completed and executed Selling Holder Questionnaire.

Investor Questionnaires. As promptly as practicable (but in any event no later than the date on which Target submits the Solicitation Statement to the Stockholders), Target shall distribute an investor questionnaire inquiring as to the “accredited investor” status of each Stockholder as such term is defined under Rule 501 under Regulation D of the Securities Act of 1933. Target shall use commercially reasonable efforts to obtain completed questionnaires from each Stockholder. Following such solicitation, in the event that the parties determine in good faith that an exemption from the registration requirements under the Securities Act is not available, the parties shall in good faith negotiate an alternative structure to the transactions contemplated by this Agreement in order to maintain the relative economic interests of the transaction and the allocation of such interests between Acquiror and the Stockholders.

Investor Questionnaires. At least three (3) business days prior to the Closing, the Company shall provide Parent with an investor questionnaire (“Investor Questionnaire”), in form and substance satisfactory to Parent, duly executed by each Stockholder pursuant to which such Stockholder shall have certified whether or not such Stockholder is an Accredited Investor.

Investor Questionnaires. The Investor shall have completed, executed ------------------------ and delivered to the Company a completed Investor Questionnaire in the form attached hereto as Exhibit C. ---------

Investor Questionnaires. The Investor Questionnaire provided to Acquirer by such Company Shareholder and all information contained therein is fully true, correct and complete including without limitation the following: (a) Such Person is receiving Acquirer Common Stock for investment solely for such Person’s own account and not with a view to or for sale in connection with any distribution thereof in violation of any Applicable Law, including without limitation, any federal securities laws, state securities laws or this Agreement. (b) At the time such Person was offered the Acquirer Common Stock, such Person had, and as of the date hereof, has, such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the acquisition of Acquirer Common Stock, and in each case has consulted with counsel and other advisors prior to entering into this Agreement. (c) Such Person has had an opportunity to ask questions and receive answers concerning the capitalization of Acquirer, the terms of this Agreement and the financial condition and operations of Acquirer and its subsidiaries. (d) Such Person shall confirm whether such Person is either an Accredited Investor or is not a U.S. Person (as defined in Regulation S. under the Securities Act). (e) Such Person understands that that the issuance of Acquirer Common Stock has not been registered under the Securities Act and as a result must be held indefinitely unless the resale thereof is registered under the Securities Act or an exemption from such registration is available but that the Acquirer Common Stock shall be registered for resale in accordance with the Registration Rights Agreement.

Investor Questionnaires. Each Stockholder has executed and delivered to Clarant an Investor Questionnaire in the form attached hereto as EXHIBIT 5.29(b), and such Investor Questionnaire as delivered by the Stockholder is true, complete and accurate in all material respects.

Investor Questionnaires. On or before the Closing, the Company shall cause each Company Shareholder to deliver to Parent a completed and executed Investor Questionnaire in a form provided by Parent.

Investor Questionnaires. The Company shall use its reasonable best efforts to cause each Company stockholder executing a written consent approving and adopting this Agreement and the transactions contemplated hereby to execute and deliver to Parent an Investor Questionnaire immediately following the date hereof. Prior to the Closing, the Company shall use its reasonable best efforts to cause each other Company stockholder and each holder of Company Warrants to execute and deliver to Parent an Investor Questionnaire.

Investor Questionnaires. Acquiror shall have received from the Company investor questionnaires for each of the Company Holders in form and substance reasonably acceptable to Acquiror, and based on the foregoing questionnaires and other information provided to Acquiror by the Company, Acquiror will be reasonably satisfied that no more than thirty-five (35) of the recipients of Acquiror Common Stock in connection with the Merger will be, at the Closing, unaccredited investors under the Securities Act.