Common use of No Bad Actors Clause in Contracts

No Bad Actors. No Seller nor, to each Seller’s knowledge, any person that has been or will be paid (directly or indirectly) remuneration or a commission for such person’s participation in the offer or sale of the Shares, including solicitation of purchasers for the Seller, is subject to an event that would disqualify an issuer or other covered person under Rule 506(d)(1) of Regulation D or is subject to a statutory disqualification described under Section 3(a)(39) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ra Capital Management, L.P.), Stock Purchase Agreement (Avalon Ventures XI, L.P.)

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No Bad Actors. No Seller norNeither the Seller, nor to each the Seller’s knowledge, any person that has been or will be paid (directly or indirectly) remuneration or a commission for such person’s participation in the offer or sale of the Seller’s Shares, including solicitation of purchasers for the Seller, is subject to an event that would disqualify an issuer or other covered person under Rule 506(d)(1) of Regulation D or is subject to a statutory disqualification described under Section 3(a)(39) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Vinnemeier Peter), Stock Purchase Agreement (Par Investment Partners Lp)

No Bad Actors. No Neither the Seller nor, to each the Seller’s knowledge, any person that has been or will be paid (directly or indirectly) remuneration or a commission for such person’s participation in the offer or sale of the Shares, including solicitation of purchasers for the Seller, is subject to an event that would disqualify an issuer or other covered person under Rule 506(d)(1) of Regulation D or is subject to a statutory disqualification described under Section 3(a)(39) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Par Investment Partners Lp), Stock Purchase Agreement (Par Investment Partners Lp)

No Bad Actors. No Neither the Seller nor, to each Seller’s knowledge, any person that has been or will be paid (directly or indirectly) remuneration or a commission for such person’s participation in the offer or sale of the Shares, including solicitation of purchasers for the Seller, is subject to an event that would disqualify an issuer or other covered person under Rule 506(d)(1) of Regulation D or is subject to a statutory disqualification described under Section 3(a)(39) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Boxer Capital Management, LLC), Stock Purchase Agreement (Ra Capital Management, L.P.)

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No Bad Actors. No Neither the Seller nor, to each the Seller’s knowledge, any person that has been or will be paid (directly or indirectly) remuneration or a commission for such person’s participation in the offer or sale of the Shares, including solicitation of purchasers for the Seller, is subject to an event that would disqualify an issuer or other covered person under Rule 506(d)(1) of Regulation D under the Securities Act or is subject to a statutory disqualification described under Section 3(a)(39) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Par Investment Partners Lp)

No Bad Actors. No Seller norNeither the Seller, to each Seller’s knowledge, nor any person Person that has been or will be paid (directly or indirectly) remuneration or a commission for such person’s their participation in the offer or sale of the Sharessecurities, subject to compliance with applicable law, including solicitation of purchasers the Buyer for the Seller, Seller is subject to an event that would disqualify an issuer or other covered person under Rule 506(d)(1) of Regulation D (17 CFR 230.506(d)(1)) or is subject to a statutory disqualification described under 15 U.S. Code Section 3(a)(39) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”78c(a)(39).

Appears in 1 contract

Samples: Stock Purchase Agreement (Sysorex, Inc.)

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