No Disqualification Event. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any promoter connected with the Company in any capacity at the time of the Offering, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering (a “Solicitor”), nor any general partner, managing member, director, executive officer or other officer participating in the Offering of any such Solicitor (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) promulgated under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rules 506(d)(2) or 506(d)(3) promulgated under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event, including, without limitation, making, in the light of the circumstances, factual inquiry into whether any Disqualification Event exists. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) promulgated under the Securities Act, and has furnished to each Flash Investor a copy of any disclosures provided thereunder.
Appears in 6 contracts
Samples: Flash Convertible Security Subscription Agreement, Flash Convertible Security Subscription Agreement, Flashseed Preferred Stock Subscription Agreement
No Disqualification Event. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer general partner or managing member of the Company participating in the OfferingCompany, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any promoter connected with the Company in any capacity at the time of the Offeringsale, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of shares Flash CF Preferred in the Offering (a “Solicitor”), nor any general partner, managing member, director, executive officer or other officer participating in the Offering managing member of any such Solicitor (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i503(a)(1) to (viii) promulgated under the Securities Act 8) of Regulation Crowdfunding (a “Disqualification Event”), except for a Disqualification Event covered by Rules 506(d)(2Rule 503(b) or 506(d)(3(c) promulgated under the Securities Actof Regulation Crowdfunding. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event, including, without limitation, making, in the light of the circumstances, factual inquiry into whether any Disqualification Event exists. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e201(u) promulgated under the Securities Actof Regulation Crowdfunding, and has furnished to each Flash Investor and FlashFunders a copy of any disclosures provided thereunder.
Appears in 3 contracts
Samples: Preferred Stock Subscription Agreement, Flash Cf Preferred Stock Subscription Agreement, Preferred Stock Subscription Agreement
No Disqualification Event. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any promoter connected with the Company in any capacity at the time of the Offering, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering (a “Solicitor”), nor any general partner, managing member, director, executive officer or other officer participating in the Offering of any such Solicitor (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) promulgated under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rules 506(d)(2) or 506(d)(3) promulgated under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event, including, without limitation, making, in the light of the circumstances, factual inquiry into whether any Disqualification Event exists. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) promulgated under the Securities Act, and has furnished to each Flash Investor a copy of any disclosures provided thereunder.
Appears in 1 contract
No Disqualification Event. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer general partner or managing member of the Company participating in the OfferingCompany, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any promoter connected with the Company in any capacity at the time of the Offeringsale, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Flash Convertible Securities in the Offering (a “Solicitor”), nor any general partner, managing member, director, executive officer or other officer participating in the Offering managing member of any such Solicitor (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i503(a)(1) to (viii) promulgated under the Securities Act 8) of Regulation Crowdfunding (a “Disqualification Event”), except for a Disqualification Event covered by Rules 506(d)(2Rule 503(b) or 506(d)(3(c) promulgated under the Securities Actof Regulation Crowdfunding. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event, including, without limitation, making, in the light of the circumstances, factual inquiry into whether any Disqualification Event exists. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e201(u) promulgated under the Securities Actof Regulation Crowdfunding, and has furnished to each Flash Investor and FlashFunders a copy of any disclosures provided thereunder.
Appears in 1 contract
No Disqualification Event. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer general partner or managing member of the Company participating in the OfferingCompany, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, any promoter connected with the Company in any capacity at the time of the Offeringsale, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of shares Flash CF Preferred in the Offering (a “Solicitor”), nor any general partner, managing member, director, executive officer or other officer participating in the Offering managing member of any such Solicitor (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i503(a)(1) to (viii) promulgated under the Securities Act 8) of Regulation Crowdfunding (a “Disqualification Event”), except for a Disqualification Event covered by Rules 506(d)(2Rule 503(b) or 506(d)(3(c) promulgated under the Securities Actof Regulation Crowdfunding. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event, including, without limitation, making, in the light of the circumstances, factual inquiry into whether any Disqualification Event exists. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e201(u) promulgated under the Securities Actof Regulation Crowdfunding, and has furnished to each Flash Investor and Xxxxxx Securities a copy of any disclosures provided thereunder.
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