Common use of No Bad Actor Disqualifications Clause in Contracts

No Bad Actor Disqualifications. None of the Company, any of its predecessors, any director, executive officer, or other officer of the Company participating in the Merger, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Company in any capacity at the time of sale is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D, except for any such event covered by Rule 506(d)(2) or (d)(3) of Regulation D.

Appears in 3 contracts

Samples: Merger Agreement (Trulieve Cannabis Corp.), Merger Agreement, Merger Agreement

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No Bad Actor Disqualifications. None of the CompanyParent, any of its predecessors, any director, executive officer, or other officer of the Company Parent participating in the Merger, any beneficial owner of 20% or more of the CompanyParent’s outstanding voting equity securities, calculated on the basis of voting power, or nor any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Company Parent in any capacity at the time of sale is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D, except for a any such event covered by Rule 506(d)(2) or (d)(3) of Regulation D.

Appears in 1 contract

Samples: Merger Agreement

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