No Government Recommendation or Approval. Investor understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Assigned Securities. 3.2. Accredited Investor. Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.
Appears in 37 contracts
Samples: Non Redemption Agreement and Assignment of Economic Interest (BlueRiver Acquisition Corp.), Non Redemption Agreement and Assignment of Economic Interest (BlueRiver Acquisition Corp.), Non Redemption Agreement and Assignment of Economic Interest (Blaize, Inc.)
No Government Recommendation or Approval. Investor understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Assigned Securities. 3.2. Accredited Investor. Investor is an institutional “accredited investor” as such term is defined in within the meaning of Rule 501(a501(a)(1), (2), (3) of Regulation D or (7) under the Securities Act of 1933, as amended amended, (the “Securities Act”)) or a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.
Appears in 6 contracts
Samples: Non Redemption Agreement and Assignment of Economic Interest (SK Growth Opportunities Corp), Non Redemption Agreement and Assignment of Economic Interest (Healthcare AI Acquisition Corp.), Non Redemption Agreement and Assignment of Economic Interest (HH&L Acquisition Co.)
No Government Recommendation or Approval. Investor understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Assigned Securities. 3.2. 3.2 Accredited Investor. Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.
Appears in 4 contracts
Samples: Non Redemption Agreement and Assignment of Economic Interest (Home Plate Acquisition Corp), Non Redemption Agreement and Assignment of Economic Interest (Inception Growth Acquisition LTD), Non Redemption Agreement and Assignment of Economic Interest (Inception Growth Acquisition LTD)
No Government Recommendation or Approval. Investor understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Assigned Securities. 3.2. Accredited Investor. Investor is an institutional “accredited investor” as such term is defined in within the meaning of Rule 501(a501(a)(1), (2), (3) of Regulation D or (7) under the Securities Act of 1933, as amended (the “Securities Act”), or a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.
Appears in 4 contracts
Samples: Non Redemption Agreement and Assignment of Economic Interest (Andretti Acquisition Corp.), Non Redemption Agreement and Assignment of Economic Interest (Andretti Acquisition Corp.), Non Redemption Agreement and Assignment of Economic Interest (Acropolis Infrastructure Acquisition Corp.)
No Government Recommendation or Approval. Investor understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Assigned Promised Securities. 3.2. Accredited Investor. Investor is an institutional “accredited investor” as such term is defined in within the meaning of Rule 501(a501(a)(1), (2), (3) of Regulation D or (7) under the Securities Act of 1933, as amended amended, (the “Securities Act”)) or a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.
Appears in 3 contracts
Samples: Non Redemption Agreement (Welsbach Technology Metals Acquisition Corp.), Non Redemption Agreement (Welsbach Technology Metals Acquisition Corp.), Non Redemption Agreement (Welsbach Technology Metals Acquisition Corp.)
No Government Recommendation or Approval. Investor understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Assigned Promised Securities. 3.22.2. Accredited Investor. Investor is an institutional “accredited investor” as such term is defined in within the meaning of Rule 501(a501(a)(1), (2), (3) of Regulation D or (7) under the Securities Act of 1933, as amended amended, (the “Securities Act”)) or a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.
Appears in 2 contracts
Samples: Non Redemption Agreement (ScanTech AI Systems Inc.), Non Redemption Agreement (Mars Acquisition Corp.)
No Government Recommendation or Approval. Investor understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Assigned SecuritiesSecurities or Promote Shares. 3.2. Accredited Investor. Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.
Appears in 1 contract
Samples: Non Redemption Agreement and Assignment of Economic Interest (Spring Valley Acquisition Corp. II)
No Government Recommendation or Approval. Investor understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Assigned Securities. 3.2. Accredited Investor. Investor is an institutional “accredited investor” as such term is defined in within the meaning of Rule 501(a501(a)(1), (2), (3) of Regulation D or (7) under the Securities Act of 1933, as amended amended, (the “Securities Act”)) or a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, and acknowledges that the sale transfer contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.
Appears in 1 contract
No Government Recommendation or Approval. Investor understands that no federal or state agency has passed upon or made any recommendation or endorsement of the Company or the offering of the Assigned SecuritiesShares. 3.24.2. Accredited Investor. Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.
Appears in 1 contract
Samples: Contingent Sale and Assignment of Economic Interest Agreement (Wellington Management Group LLP)
No Government Recommendation or Approval. Investor understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Assigned SecuritiesPromote Shares. 3.22.2. Accredited Investor. Investor is an institutional “accredited investor” as such term is defined in within the meaning of Rule 501(a501(a)(1), (2), (3) of Regulation D or (7) under the Securities Act of 1933, or a “qualified institutional buyer” as amended (defined in Rule 144A under the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.
Appears in 1 contract
Samples: Non Redemption Agreement (Focus Impact BH3 Acquisition Co)
No Government Recommendation or Approval. Investor understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Assigned Issued Securities. 3.22.2. Accredited Investor. Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale issuance contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.
Appears in 1 contract
Samples: Non Redemption Agreement (Pearl Holdings Acquisition Corp)
No Government Recommendation or Approval. Investor understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering SPAC or the Sale of the Assigned Securities. 3.22.2. Accredited Investor. Investor represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.
Appears in 1 contract
