Common use of No Disqualification Events Clause in Contracts

No Disqualification Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive officer, or other officer of the Company, nor any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Act) connected with the Company in any capacity at the time of sale (each, a “Company Covered Person” and, together, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Representative a copy of any disclosures provided thereunder.

Appears in 17 contracts

Sources: Underwriting Agreement (Cantor Equity Partners VI, Inc.), Underwriting Agreement (Cantor Equity Partners VI, Inc.), Underwriting Agreement (Cantor Equity Partners V, Inc.)

No Disqualification Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive officer, or other officer of the CompanyCompany participating in the Offering, nor any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Act) connected with the Company in any capacity at the time of sale (each, a “Company Covered Person” and, together, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Representative a copy of any disclosures provided thereunder.

Appears in 14 contracts

Sources: Underwriting Agreement (Banyan Acquisition Corp), Underwriting Agreement (Banyan Acquisition Corp), Underwriting Agreement (Integrated Wellness Acquisition Corp)

No Disqualification Events. Neither None of the Company, nor any of its predecessors or predecessors, any affiliated issuer, nor any director, executive officer, or other officer of the CompanyCompany participating in the offering hereunder, nor any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, a an Company Issuer Covered Person” and, together, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Company Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Representative Purchasers a copy of any disclosures provided thereunder.

Appears in 13 contracts

Sources: Securities Purchase Agreement (NewcelX Ltd.), Securities Purchase Agreement (MAIA Biotechnology, Inc.), Securities Purchase Agreement (MAIA Biotechnology, Inc.)

No Disqualification Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive officer, or other officer of the CompanyCompany participating in the Offering, nor any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Act) connected with the Company in any capacity at the time of sale Applicable Time (each, a “Company Covered Person” and, together, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3Rule 506(d)(3). The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Representative Underwriters a copy of any disclosures provided thereunder.

Appears in 13 contracts

Sources: Underwriting Agreement (BEST SPAC I Acquisition Corp.), Underwriting Agreement (BEST SPAC I Acquisition Corp.), Underwriting Agreement (ASPAC III Acquisition Corp.)

No Disqualification Events. Neither None of the Company, nor any of its predecessors or predecessors, any affiliated issuer, nor any director, executive officer, or other officer of the CompanyCompany participating in the Offering, nor any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor or any promoter (as that term is defined in Rule 405 under the Act) connected with the Company in any capacity at the time Time of sale Sale (each, a “Company Covered Person” and, together, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Representative Underwriters a copy of any disclosures provided thereunder.

Appears in 6 contracts

Sources: Underwriting Agreement (BM Acquisition Corp.), Underwriting Agreement (Miluna Acquisition Corp), Underwriting Agreement (BoluoC Acquisition Corp)

No Disqualification Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive officer, or other officer of the CompanyCompany participating in the Offering, nor any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Act) connected with the Company in any capacity at the time of sale (each, a “Company Covered Person” and, together, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Representative Representatives a copy of any disclosures provided thereunder.

Appears in 6 contracts

Sources: Underwriting Agreement (Counter Press Acquisition Corp), Underwriting Agreement (Hawks Acquisition Corp), Underwriting Agreement (Hawks Acquisition Corp)

No Disqualification Events. Neither None of the Company, nor any of its predecessors or predecessors, any affiliated issuer, nor any director, executive officer, or other officer of the CompanyCompany participating in the offering hereunder, nor any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, a an Company Issuer Covered Person” and, together, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Company Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Representative Purchaser a copy of any disclosures provided thereunder.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Senseonics Holdings, Inc.), Common Stock Purchase Agreement (Taronis Fuels, Inc.)

No Disqualification Events. Neither None of the Company, nor any of its predecessors or predecessors, any affiliated issuer, nor any director, executive officer, or other officer of the CompanyCompany participating in the offering hereunder, nor any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, a an Company Issuer Covered Person” and, together, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act of Regulation D (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). ) of Regulation D. The Company has exercised reasonable care to determine whether any Company Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e)) of Regulation D, and has furnished to the Representative Investor a copy of any disclosures provided thereunder.

Appears in 1 contract

Sources: Securities Purchase Agreement (Panacea Life Sciences Holdings, Inc.)

No Disqualification Events. Neither None of the Company, nor any of its predecessors or predecessors, any affiliated issuer, nor any director, executive officer, or other officer of the CompanyCompany participating in the offering hereunder, nor any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, a an Company Issuer Covered Person” and, together, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Company Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Representative Buyer a copy of any disclosures provided thereunder.

Appears in 1 contract

Sources: Secured Convertible Debenture Purchase Agreement (BioSig Technologies, Inc.)

No Disqualification Events. Neither None of the Company, nor any of its predecessors or predecessors, any affiliated issuer, nor any director, executive officer, or other officer of the Company, nor any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at on the time date hereof and as of sale the Closing Date (each, a an Company Issuer Covered Person” and, together, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Company Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Representative Purchaser a copy of any disclosures provided thereunder.

Appears in 1 contract

Sources: Share Exchange Agreement (Ossen Innovation Co. Ltd.)

No Disqualification Events. Neither None of the Company, nor any of its predecessors or predecessors, any affiliated issuer, nor any director, executive officer, or other officer of the CompanyCompany participating in the offering hereunder, nor any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, a “Company an "Issuer Covered Person" and, together, “Company "Issuer Covered Persons") is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a "Disqualification Event"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Representative Purchasers a copy of any disclosures provided thereunder.

Appears in 1 contract

Sources: Securities Purchase Agreement (Lattice INC)