Purchase for Investment; Accredited Investor Status Sample Clauses

Purchase for Investment; Accredited Investor Status. The Investor acknowledges that the Common Stock to be purchased by the Investor pursuant to this Agreement has not been registered under the Securities Act or under any state securities laws and may not be resold or transferred by the Investor without such registration or appropriate reliance on any available exemption from such requirements. The Investor (i) is acquiring the Common Stock pursuant to an exemption from the registration requirements of the Securities Act and other applicable securities laws solely for investment with no present intention to distribute any of the Common Stock to any Person, (ii) will not sell or otherwise dispose of any of the Common Stock, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws, (iii) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Common Stock and of making an informed investment decision and (iv) is an “accredited investor” (as that term is defined by Rule 501 of the Securities Act).
Sample 1Sample 2Sample 3See All (12)
AutoNDA by SimpleDocs
Purchase for Investment; Accredited Investor Status. Each Purchaser represents that it is purchasing the Debentures for its own account or for one or more separate accounts maintained by it and not with a view to the distribution thereof, provided that the disposition of its or their property shall at all times be within its or their control. Each Purchaser understands that the Debentures have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law. Each Purchaser represents that it is an Accredited Investor as defined under Regulation D promulgated pursuant to the Securities Act of 1933.
Sample 1Sample 2
Purchase for Investment; Accredited Investor Status. Such --------------------------------------------------- Shareholder is acquiring the shares of Satellink Common Stock to be issued pursuant to this Agreement for investment only, for such Shareholder's own account and not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof or participation therein. Such Shareholder is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act. Such Shareholder understands that the shares of Satellink Common Stock to be issued pursuant to this Agreement have not been, and will not be, registered under the 1933 Act in reliance upon the representations set forth herein.
Sample 1
Purchase for Investment; Accredited Investor Status. Such --------------------------------------------------- Shareholder is acquiring shares of Acquiror Common Stock for investment and not with a present view toward, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the shares of Acquiror Common Stock so acquired. Each of Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xxxx X. Xxxxxxx, as Trustee of the Revocable Trust Agreement of Xxxx X. Xxxxxxx, dated July 12, 1996, and the Xxxxxxx X. Xxxxxxx Trust, dated 12/15/72 severally represents and warrants to Acquiror that he, she or it is an "accredited investor" as defined in Rule 501(a) of the rules promulgated under the Securities Act of 1933, as amended, and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of such Shareholder's investment in the Acquiror Common Stock; such Shareholder has the ability to bear the economic risks of such investment; such Shareholder has the capacity to protect such Shareholder's own interests in connection with the transactions contemplated by this Agreement; and such Shareholder has had an opportunity to obtain such financial and other information from the Acquiror as such Shareholder deems necessary or appropriate in connection with evaluating the merits of the investment in the Acquiror Common Stock.
Sample 1
Purchase for Investment; Accredited Investor Status. Such Shareholder --------------------------------------------------- is acquiring shares of Acquiror Common Stock for investment and not with a present view toward, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the shares of Acquiror Common Stock so acquired, other than in accordance with the terms and conditions of the Stock Restriction and Registration Rights Agreement. Such Shareholder is an "accredited investor" as defined in Rule 501(a) of the rules promulgated under the Securities Act of 1933, as amended, and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of such Shareholder's investment in the Acquiror Common Stock; such Shareholder has the ability to bear the economic risks of such investment; such Shareholder has the capacity to protect such Shareholder's own interests in connection with the transactions contemplated by this Agreement; and such Shareholder has had an opportunity to obtain such financial and other information from the Company as such Shareholder deems necessary or appropriate in connection with evaluating the merits of the investment in the Acquiror Common Stock.
Sample 1

Related to Purchase for Investment; Accredited Investor Status

  • Accredited Investor Status The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

  • Accredited Investor Status or Investment Limits Subscriber represents that either: (i) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information set forth in response to question (c) on the signature page hereto concerning Subscriber is true and correct; or (ii) The purchase price set out in paragraph (b) of the signature page to this Subscription Agreement, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth. Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

  • Transfers to Non-QIB Institutional Accredited Investors The following provisions shall apply with respect to the registration of any proposed transfer of a Note to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons): (i) The Registrar shall register the transfer of any Note, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the time period referred to in Rule 144(k) under the Securities Act or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit C hereto and (B) if the aggregate principal amount of the Notes being transferred is less than $100,000, an opinion of counsel acceptable to the Company that such transfer is in compliance with the Securities Act. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Notes, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) above and (y) instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the U.S. Global Notes in an amount equal to the principal amount of the beneficial interest in the U.S. Global Notes to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Notes of like tenor and amount.

  • Purchase for Investment Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

  • Accredited Investors The Optionee is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

  • Accredited Investor The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

  • ACCREDITED INVESTOR QUESTIONNAIRE In order for the Company to offer and sell the Securities in conformance with state and federal securities laws, the following information must be obtained regarding your investor status. Please initial each category applicable to you as a Purchaser of Securities of the Company. (1) A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; (2) A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; (3) An insurance company as defined in Section 2(13) of the Securities Act; (4) An investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; (5) A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; (6) A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; (7) An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (8) A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; (9) An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of $5,000,000; (10) A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of investing in the Company; (11) A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000; (12) A natural person who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with that person’s spouse in excess of $300,000, in each of those years, and has a reasonable expectation of reaching the same income level in the current year; (13) An executive officer or director of the Company; (14) An entity in which all of the equity owners qualify under any of the above subparagraphs. If the undersigned belongs to this investor category only, list the equity owners of the undersigned, and the investor category which each such equity owner satisfies. A. FOR EXECUTION BY AN INDIVIDUAL: B. FOR EXECUTION BY AN ENTITY:

  • Acquisition for Investment The Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for the its own account for the purpose of investment and not with a view to or for sale in connection with a distribution to anyone. 投资目的。购买人是符合规则S下定义的“非美国主体”，购买此合同下的股票仅出于其个人的投资目的，不是为了向其他人分销。

  • Investor Status At the time such Investor was offered the Shares, it was, and at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the Securities Act. Such Investor is not a registered broker-dealer under Section 15 of the Exchange Act.

  • Investment for Own Account The Securities are being issued to Laurus for its own account for investment only, and not as a nominee or agent and not with a view towards or for resale in connection with their distribution.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!