Common use of Purchaser Qualifications Clause in Contracts

Purchaser Qualifications. (i) If the Purchaser is an individual, the Purchaser is over 21 years of age; and if the Purchaser is an unincorporated association, all of its members are of such age. (ii) If the Purchaser is a corporation, partnership, employee benefit plan or XXX, the Purchaser was either: (a) not formed for the purpose of investing in the Shares, has or will have other substantial business or investments, and is (please check one): _____ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, provided that the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, and the plan fiduciary is a bank, savings and loan association, insurance company or registered investment adviser; or _____ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 that has total assets in excess of $5,000,000; or _____ each of its shareholders, partners, or beneficiaries is an Accredited Purchaser; or _____ the plan is a self directed employee benefit plan and the investment decision is made solely by a person that is an Accredited Purchaser; or _____ a corporation, a partnership, or a Massachusetts or similar business trust with total assets in excess of $5,000,000. (b) formed for the specific purpose of investing in the Shares, and is an Accredited Purchaser because each of its shareholders or beneficiaries is an Accredited Purchaser. (iii) If the Purchaser is a Trust, the Purchaser was either: (a) not formed for the specific purpose of investing in the Shares, and is an Accredited Purchaser because (please check one): _____ the trust has total assets in excess of $5,000,000 and the investment decision has been made by a “sophisticated person”; or _____ the trustee making the investment decision on its behalf is a bank (as defined in Section 3(a)(2) of the Act), a saving and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, acting in its fiduciary capacity; or _____ the undersigned trustee certifies that the trust is an Accredited Purchaser because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited Purchaser; or _____ the undersigned trustee certifies that the trust is an Accredited Purchaser because all of the beneficial owners of the trust are Accredited Investors (b) formed for the specific purpose of investing in the Shares, and the undersigned trustee certifies that the trust is an Accredited Purchaser because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited Purchaser.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Pharmagen, Inc.), Securities Purchase Agreement (Pharmagen, Inc.), Securities Purchase Agreement (SearchCore, Inc.)

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Purchaser Qualifications. (i) If the Purchaser is an individual, the Purchaser is over 21 years of age; and if the Purchaser is an unincorporated association, all of its members are of such age. (ii) If the Purchaser is a corporation, partnership, employee benefit plan or XXX, the Purchaser was either: (a) not formed for the purpose of investing in the SharesSecurities, has or will have other substantial business or investments, and is (please check one): _____ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, provided that the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, and the plan fiduciary is a bank, savings and loan association, insurance company or registered investment adviser; or _____ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 that has total assets in excess of $5,000,000; or _____ each of its shareholders, partners, or beneficiaries is an Accredited PurchaserInvestor; or _____ the plan is a self directed employee benefit plan and the investment decision is made solely by a person that is an Accredited PurchaserInvestor; or _____ a corporation, a partnership, or a Massachusetts or similar business trust with total assets in excess of $5,000,000. (b) formed for the specific purpose of investing in the SharesSecurities, and is an Accredited Purchaser Investor because each of its shareholders or beneficiaries is an Accredited PurchaserInvestor. (iii) If the Purchaser is a Trust, the Purchaser was either: (a) not formed for the specific purpose of investing in the SharesSecurities, and is an Accredited Purchaser Investor because (please check one): _____ the trust has total assets in excess of $5,000,000 and the investment decision has been made by a “sophisticated person”; or _____ the trustee making the investment decision on its behalf is a bank (as defined in Section 3(a)(2) of the Act), a saving and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, acting in its fiduciary capacity; or _____ the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited PurchaserInvestor; or _____ the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because all of the beneficial owners of the trust are Accredited Investors (b) formed for the specific purpose of investing in the SharesSecurities, and the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited PurchaserInvestor.

Appears in 3 contracts

Samples: Note and Share Purchase Agreement (GTX Corp), Secured Promissory Note and Stock Purchase Agreement (SearchCore, Inc.), Promissory Note and Stock Purchase Agreement (SearchCore, Inc.)

Purchaser Qualifications. (i) If the Purchaser is an individual, the Purchaser is over 21 years of age; and if the Purchaser is an unincorporated association, all of its members are of such age. (ii) If the Purchaser is a corporation, partnership, employee benefit plan or XXX, the Purchaser was either: (a) not formed for the purpose of investing in the SharesSecurities, has or will have other substantial business or investments, and is (please check one): _____ _an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, provided that the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, and the plan fiduciary is a bank, savings and loan association, insurance company or registered investment adviser; or _____ _an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 that has total assets in excess of $5,000,000; or _____ _each of its shareholders, partners, or beneficiaries is an Accredited Purchaser; or _____ _the plan is a self self-directed employee benefit plan and the investment decision is made solely by a person that is an Accredited Purchaser; or _____ _a corporation, a partnership, or a Massachusetts or similar business trust with total assets in excess of $5,000,000. (b) formed for the specific purpose of investing in the SharesSecurities, and is an Accredited Purchaser because each of its shareholders or beneficiaries is an Accredited Purchaser. (iii) If the Purchaser is a Trust, the Purchaser was either: (a) not formed for the specific purpose of investing in the SharesSecurities, and is an Accredited Purchaser because (please check one): _____ _the trust has total assets in excess of $5,000,000 and the investment decision has been made by a “sophisticated person”; or _____ _the trustee making the investment decision on its behalf is a bank (as defined in Section 3(a)(2) of the Act), a saving and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, acting in its fiduciary capacity; or _____ _the undersigned trustee certifies that the trust is an Accredited Purchaser because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited Purchaser; or _____ _the undersigned trustee certifies that the trust is an Accredited Purchaser because all of the beneficial owners of the trust are Accredited Investors (b) formed for the specific purpose of investing in the SharesSecurities, and the undersigned trustee trustee(s) certifies that the trust is an Accredited Purchaser because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited Purchaser.

Appears in 1 contract

Samples: Note Purchase Agreement (SearchCore, Inc.)

Purchaser Qualifications. (i) If the Purchaser is an individual, the Purchaser is over 21 years of age; and if the Purchaser is an unincorporated association, all of its members are of such age. (ii) If the Purchaser is a corporation, partnership, employee benefit plan or XXX, the Purchaser was either: (a) not formed for the purpose of investing in the SharesSecurities, has or will have other substantial business or investments, and is (please check one): _____ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, provided that the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, and the plan fiduciary is a bank, savings and loan association, insurance company or registered investment adviser; or _____ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 that has total assets in excess of $5,000,000; or _____ each of its shareholders, partners, or beneficiaries is an Accredited PurchaserInvestor; or _____ the plan is a self self-directed employee benefit plan and the investment decision is made solely by a person that is an Accredited PurchaserInvestor; or _____ a corporation, a partnership, or a Massachusetts or similar business trust with total assets in excess of $5,000,000. (b) formed for the specific purpose of investing in the Shares, Securities and is an Accredited Purchaser Investor because each of its shareholders or beneficiaries is an Accredited PurchaserInvestor. (iii) If the Purchaser is a Trust, the Purchaser was either: (a) not formed for the specific purpose of investing in the SharesSecurities, and is an Accredited Purchaser Investor because (please check one): _____ the trust has total assets in excess of $5,000,000 and the investment decision has been made by a “sophisticated person”; or _____ the trustee making the investment decision on its behalf is a bank (as defined in Section 3(a)(2) of the Act), a saving and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, acting in its fiduciary capacity; or _____ the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited PurchaserInvestor; or _____ the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because all of the beneficial owners of the trust are Accredited Investors (b) formed for the specific purpose of investing in the SharesSecurities, and the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited PurchaserInvestor.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cerebain Biotech Corp.)

Purchaser Qualifications. (i) If the Purchaser is an individual, the Purchaser is over 21 years of age; and if the Purchaser is an unincorporated association, all of its members are of such age. (ii) If the Purchaser is a corporation, partnership, employee benefit plan or XXXIXX, the Purchaser was either: (a) not formed for the purpose of investing in the Shares, has or will have other substantial business or investments, and is (please check one): _____ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, provided that the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, and the plan fiduciary is a bank, savings and loan association, insurance company or registered investment adviser; or _____ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 that has total assets in excess of $5,000,000; or _____ each of its shareholders, partners, or beneficiaries is an Accredited PurchaserInvestor; or _____ the plan is a self directed employee benefit plan and the investment decision is made solely by a person that is an Accredited PurchaserInvestor; or _____ a corporation, a partnership, or a Massachusetts or similar business trust with total assets in excess of $5,000,000. (b) formed for the specific purpose of investing in the Shares, and is an Accredited Purchaser Investor because each of its shareholders or beneficiaries is an Accredited PurchaserInvestor. (iii) If the Purchaser is a Trust, the Purchaser was either: (a) not formed for the specific purpose of investing in the Shares, and is an Accredited Purchaser Investor because (please check one): _____ the trust has total assets in excess of $5,000,000 and the investment decision has been made by a “sophisticated person”; or _____ the trustee making the investment decision on its behalf is a bank (as defined in Section 3(a)(2) of the Act), a saving and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, acting in its fiduciary capacity; or _____ the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited PurchaserInvestor; or _____ the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because all of the beneficial owners of the trust are Accredited Investors (b) formed for the specific purpose of investing in the Shares, and the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited PurchaserInvestor.

Appears in 1 contract

Samples: Securities Purchase Agreement (INverso Corp)

Purchaser Qualifications. (i) If the Purchaser is an individual, the Purchaser is over 21 years of age; and if the Purchaser is an unincorporated association, all of its members are of such age. (ii) If the Purchaser is a corporation, partnership, employee benefit plan or XXXIXX, the Purchaser was either: (a) not formed for the purpose of investing in the Shares, has or will have other substantial business or investments, and is (please check one): _____ _an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, provided that the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, and the plan fiduciary is a bank, savings and loan association, insurance company or registered investment adviser; or _____ _an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 that has total assets in excess of $5,000,000; or _____ _each of its shareholders, partners, or beneficiaries is an Accredited Purchaser; or _____ _the plan is a self directed employee benefit plan and the investment decision is made solely by a person that is an Accredited Purchaser; or _____ _a corporation, a partnership, or a Massachusetts or similar business trust with total assets in excess of $5,000,000. (b) formed for the specific purpose of investing in the Shares, and is an Accredited Purchaser because each of its shareholders or beneficiaries is an Accredited Purchaser. (iii) If the Purchaser is a Trust, the Purchaser was either: (a) not formed for the specific purpose of investing in the Shares, and is an Accredited Purchaser because (please check one): _____ _the trust has total assets in excess of $5,000,000 and the investment decision has been made by a “sophisticated person”; or _____ _the trustee making the investment decision on its behalf is a bank (as defined in Section 3(a)(2) of the Securities Act), a saving and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, acting in its fiduciary capacity; or _____ _the undersigned trustee certifies that the trust is an Accredited Purchaser because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited Purchaser; or _____ _the undersigned trustee certifies that the trust is an Accredited Purchaser because all of the beneficial owners of the trust are Accredited Investors (b) formed for the specific purpose of investing in the Shares, and the undersigned trustee certifies that the trust is an Accredited Purchaser because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited Purchaser.

Appears in 1 contract

Samples: Securities Purchase Agreement (Healthy Extracts Inc.)

Purchaser Qualifications. (i) If the Purchaser is an individual, the Purchaser is over 21 years of age; and if the Purchaser is an unincorporated association, all of its members are of such age. (ii) If the Purchaser is a corporation, partnership, employee benefit plan or XXX, the Purchaser was either: (a) not formed for the purpose of investing in the SharesSecurities, has or will have other substantial business or investments, and is (please check one): _____ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, provided that the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, and the plan fiduciary is a bank, savings and loan association, insurance company or registered investment adviser; or _____ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 that has total assets in excess of $5,000,000; or _____ each of its shareholders, partners, or beneficiaries is an Accredited Purchaser; or _____ the plan is a self self-directed employee benefit plan and the investment decision is made solely by a person that is an Accredited Purchaser; or _____ a corporation, a partnership, or a Massachusetts or similar business trust with total assets in excess of $5,000,000. (b) formed for the specific purpose of investing in the SharesSecurities, and is an Accredited Purchaser because each of its shareholders or beneficiaries is an Accredited Purchaser. (iii) If the Purchaser is a Trust, the Purchaser was either: (a) not formed for the specific purpose of investing in the SharesSecurities, and is an Accredited Purchaser because (please check one): _____ the trust has total assets in excess of $5,000,000 and the investment decision has been made by a “sophisticated person”; or _____ the trustee making the investment decision on its behalf is a bank (as defined in Section 3(a)(2) of the Act), a saving and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, acting in its fiduciary capacity; or _____ the undersigned trustee certifies that the trust is an Accredited Purchaser because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited Purchaser; or _____ the undersigned trustee certifies that the trust is an Accredited Purchaser because all of the beneficial owners of the trust are Accredited Investors (b) formed for the specific purpose of investing in the SharesSecurities, and the undersigned trustee trustee(s) certifies that the trust is an Accredited Purchaser because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited Purchaser.

Appears in 1 contract

Samples: Note and Stock Purchase Agreement (SearchCore, Inc.)

Purchaser Qualifications. (i) If the Purchaser is an individual, the Purchaser is over 21 years of age; and if the Purchaser is an unincorporated association, all of its members are of such age. (ii) If the Purchaser is a corporation, partnership, employee benefit plan or XXXIXX, the Purchaser was either: (a) not formed for the purpose of investing in the SharesSecurities, has or will have other substantial business or investments, and is (please check one): _____ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, provided that the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, and the plan fiduciary is a bank, savings and loan association, insurance company or registered investment adviser; or _____ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 that has total assets in excess of $5,000,000; or _____ each of its shareholders, partners, or beneficiaries is an Accredited PurchaserInvestor; or _____ the plan is a self directed employee benefit plan and the investment decision is made solely by a person that is an Accredited PurchaserInvestor; or _____ a corporation, a partnership, or a Massachusetts or similar business trust with total assets in excess of $5,000,000. (b) formed for the specific purpose of investing in the SharesSecurities, and is an Accredited Purchaser Investor because each of its shareholders or beneficiaries is an Accredited PurchaserInvestor. (iii) If the Purchaser is a Trust, the Purchaser was either: (a) not formed for the specific purpose of investing in the SharesSecurities, and is an Accredited Purchaser Investor because (please check one): _____ the trust has total assets in excess of $5,000,000 and the investment decision has been made by a “sophisticated person”; or _____ the trustee making the investment decision on its behalf is a bank (as defined in Section 3(a)(2) of the Act), a saving and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, acting in its fiduciary capacity; or _____ the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited PurchaserInvestor; or _____ the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because all of the beneficial owners of the trust are Accredited Investors (b) formed for the specific purpose of investing in the SharesSecurities, and the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited PurchaserInvestor.

Appears in 1 contract

Samples: Note and Share Purchase Agreement (GTX Corp)

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Purchaser Qualifications. (i) If the Purchaser is an individual, the Purchaser is over 21 years of age; and if the Purchaser is an unincorporated association, all of its members are of such age. (ii) If the Purchaser is a corporation, partnership, employee benefit plan or XXX, the Purchaser was either: (a) not formed for the purpose of investing in the Shares, has or will have other substantial business or investments, and is (please check one): _____ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, provided that the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, and the plan fiduciary is a bank, savings and loan association, insurance company or registered investment adviser; or _____ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 that has total assets in excess of $5,000,000; or _____ each of its shareholders, partners, or beneficiaries is an Accredited PurchaserInvestor; or _____ the plan is a self directed employee benefit plan and the investment decision is made solely by a person that is an Accredited PurchaserInvestor; or _____ a corporation, a partnership, or a Massachusetts or similar business trust with total assets in excess of $5,000,000. (b) formed for the specific purpose of investing in the Shares, and is an Accredited Purchaser Investor because each of its shareholders or beneficiaries is an Accredited PurchaserInvestor. (iii) If the Purchaser is a Trust, the Purchaser was either: (a) not formed for the specific purpose of investing in the Shares, and is an Accredited Purchaser Investor because (please check one): _____ the trust has total assets in excess of $5,000,000 and the investment decision has been made by a “sophisticated person”; or _____ the trustee making the investment decision on its behalf is a bank (as defined in Section 3(a)(2) of the Act), a saving and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, acting in its fiduciary capacity; or _____ the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited PurchaserInvestor; or _____ the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because all of the beneficial owners of the trust are Accredited Investors (b) formed for the specific purpose of investing in the Shares, and the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited PurchaserInvestor.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tristar Wellness Solutions, Inc.)

Purchaser Qualifications. (i) If the Purchaser is an individual, the Purchaser is over 21 years of age; and if the Purchaser is an unincorporated association, all of its members are of such age. (ii) If the Purchaser is a corporation, partnership, employee benefit plan or XXX, the Purchaser was either: (a) not formed for the purpose of investing in the Shares, has or will have other substantial business or investments, and is (please check one): _____ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, provided that the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, and the plan fiduciary is a bank, savings and loan association, insurance company or registered investment adviser; or _____ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 that has total assets in excess of $5,000,000; or _____ each of its shareholders, partners, or beneficiaries is an Accredited PurchaserInvestor; or _____ the plan is a self directed employee benefit plan and the investment decision is made solely by a person that is an Accredited PurchaserInvestor; or _____ a corporation, a partnership, or a Massachusetts or similar business trust with total assets in excess of $5,000,000. (b) formed for the specific purpose of investing in the Shares, and is an Accredited Purchaser Investor because each of its shareholders or beneficiaries is an Accredited PurchaserInvestor. (iii) If the Purchaser is a Trust, the Purchaser was either: (a) not formed for the specific purpose of investing in the Shares, and is an Accredited Purchaser Investor because (please check one): _____ the trust has total assets in excess of $5,000,000 and the investment decision has been made by a “sophisticated person”; or _____ the trustee making the investment decision on its behalf is a bank (as defined in Section 3(a)(2) of the Act), a saving and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Shares Act, acting in its fiduciary capacity; or _____ the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited PurchaserInvestor; or _____ the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because all of the beneficial owners of the trust are Accredited Investors (b) formed for the specific purpose of investing in the Shares, and the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited PurchaserInvestor.

Appears in 1 contract

Samples: Directors Stock Purchase Agreement (Premier Biomedical Inc)

Purchaser Qualifications. (i) If the Purchaser is an individual, the Purchaser is over 21 years of age; and if the Purchaser is an unincorporated association, all of its members are of such age. (ii) If the Purchaser is a corporation, partnership, employee benefit plan or XXX, the Purchaser was either: (a) not formed for the purpose of investing in the Shares, has or will have other substantial business or investments, and is (please check one): _____ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, provided that the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, and the plan fiduciary is a bank, savings and loan association, insurance company or registered investment adviser; or _____ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 that has total assets in excess of $5,000,000; or _____ each of its shareholders, partners, or beneficiaries is an Accredited PurchaserInvestor; or _____ the plan is a self self-directed employee benefit plan and the investment decision is made solely by a person that is an Accredited PurchaserInvestor; or _____ a corporation, a partnership, or a Massachusetts or similar business trust with total assets in excess of $5,000,000. (b) formed for the specific purpose of investing in the Shares, and is an Accredited Purchaser Investor because each of its shareholders or beneficiaries is an Accredited PurchaserInvestor. (iii) If the Purchaser is a Trust, the Purchaser was either: (a) not formed for the specific purpose of investing in the Shares, and is an Accredited Purchaser Investor because (please check one): _____ the trust has total assets in excess of $5,000,000 and the investment decision has been made by a “sophisticated person”; or _____ the trustee making the investment decision on its behalf is a bank (as defined in Section 3(a)(2) of the Act), a saving and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, acting in its fiduciary capacity; or _____ the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited PurchaserInvestor; or _____ the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because all of the beneficial owners of the trust are Accredited Investors (b) formed for the specific purpose of investing in the Shares, and the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited PurchaserInvestor.

Appears in 1 contract

Samples: Securities Purchase Agreement (Gofba, Inc.)

Purchaser Qualifications. (i) If the Purchaser is an individual, the Purchaser is over 21 years of age; and if the Purchaser is an unincorporated association, all of its members are of such age. (ii) If the Purchaser is a corporation, partnership, employee benefit plan or XXXIXX, the Purchaser was either: (a) not formed for the purpose of investing in the SharesSecurities, has or will have other substantial business or investments, and is (please check one): ________ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, provided that the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, and the plan fiduciary is a bank, savings and loan association, insurance company or registered investment adviser; or ________ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 that has total assets in excess of $5,000,000; or ________ each of its shareholders, partners, or beneficiaries is an Accredited PurchaserInvestor; or ________ the plan is a self self-directed employee benefit plan and the investment decision is made solely by a person that is an Accredited PurchaserInvestor; or _____ a corporation, a partnership, or a Massachusetts or similar business trust with total assets in excess of $5,000,000. (b) formed for the specific purpose of investing in the SharesSecurities, and is an Accredited Purchaser Investor because each of its shareholders or beneficiaries is an Accredited PurchaserInvestor. (iii) If the Purchaser is a Trust, the Purchaser was either: (a) not formed for the specific purpose of investing in the SharesSecurities, and is an Accredited Purchaser Investor because (please check one): ________ the trust has total assets in excess of $5,000,000 and the investment decision has been made by a “sophisticated person”; or ________ the trustee making the investment decision on its behalf is a bank (as defined in Section 3(a)(2) of the Act), a saving and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, acting in its fiduciary capacity; or ________ the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because the grantor(sgranter(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited PurchaserInvestor; or ________ the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because all of the beneficial owners of the trust are Accredited Investors. (b) formed for the specific purpose of investing in the SharesSecurities, and the undersigned trustee certifies that the trust is an Accredited Purchaser Investor because the grantor(sgranter(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) is an Accredited PurchaserInvestor.

Appears in 1 contract

Samples: Securities Purchase Agreement (Blow & Drive Interlock Corp)

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