Qualification to Purchase Sample Clauses

Qualification to Purchase. (a) The Membership Interests are being acquired for investment purposes only for Purchaser’s own account and not with a view to or in connection with any distribution, reoffer, resale, or other disposition not in compliance with the Securities Act and applicable state securities laws. (b) Purchaser is an “Accredited Investor” as defined in the Securities Act and Regulation D thereunder. Purchaser is experienced and sophisticated with respect to the transactions contemplated by this Agreement and has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Membership Interests. Purchaser is aware that it must bear the economic risk of its investment in the Company for an indefinite period of time because the Membership Interests have not been registered under the Securities Act or under any applicable state securities laws and, therefore, cannot be sold unless the Membership Interests are subsequently registered under the Securities Act and any applicable state securities laws or pursuant to an exemption thereunder. Purchaser recognizes the highly speculative nature and risk of loss associated with an investment in the Company and that it could suffer a complete loss of the investment and is capable of bearing the economic risks of such loss.
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Qualification to Purchase. In order to exercise the Option (a) Suttxx xxxt be an "accredited investor" on the dates of exercise and must give investment representation reasonably satisfactory to Monument and Rockford or (b) Suttxx xxxt provide other evidence reasonably satisfactory to Rockford that a proposed exercise is exempt from registration under, and otherwise complies with, applicable federal and state securities laws.
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Qualification to Purchase. The Fund is only available to Investors resident in Canada who qualify as accredited investors (see the Accredited Investor Schedule forming part of this Subscription Agreement as Schedule “A”) or who qualify under the Employee Exemption (see the Employee Exemption Schedule forming part of this Subscription Agreement as Schedule “B”) and who purchase the units of the Fund as principal. Investors should consult their registered dealer (the “Dealer”) or other advisor and refer to the representations and warranties contained herein to determine whether they are eligible to purchase units on this basis. Investors who are eligible to purchase units as accredited investors or as employees must complete and mail or fax to Franklin Xxxxxxxxx the Accredited Investor Schedule or the Employee Exemption Schedule, as applicable, which forms part of this Subscription Agreement, in order to purchase units on this basis.
Sample 1
Qualification to Purchase. The Buyer is qualified to purchase Euroclub and to own and operate, the Business Assets. To the Buyer’s knowledge there is no impediment to the consummation by the Buyer of the transactions contemplated under this Agreement,
Sample 1
Qualification to Purchase. (a) The Shares are being acquired for investment purposes only for such Purchaser’s own account and not with a view to or in connection with any distribution, reoffer, resale, or other disposition not in compliance with the Securities Act and applicable securities Laws or Korea. (b) Xxxx is an investment purpose company, the sole qualified investment vehicle permitted to be utilized under the Financial Investment Services and Capital Markets Act of Korea by a Korean private equity fund. Each of the shareholders of Xxxx is a “professional investor” as defined under the Financial Investment Services and Capital Markets Act of Korea. (c) Such Purchaser is experienced and sophisticated with respect to the transactions contemplated by this Agreement and has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Shares. Such Purchaser recognizes the highly speculative nature and risk of loss associated with an investment in the Company and that it could suffer a complete loss of the investment and is capable of bearing the economic risks of such loss.
Sample 1
Qualification to Purchase. The offering of the Shares is being conducted pursuant to an exemption from the securities registration requirements provided by one or more rules promulgated under section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Company is requiring that all purchasers in the private placement qualify as, an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act. “
Sample 1

Related to Qualification to Purchase

  • Qualification to do Business Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or partnership (as the case may be) and is in good standing or similar concept in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect.

  • Qualification Rights Masterworks will have the right to request that the Company qualify on Form 1-A, or a comparable form, the resale of any Class A shares beneficially owned by Masterworks or any entity administered by Masterworks. There are no limitations or restrictions on the size or frequency of such qualification requests, other than pursuant to applicable law, provided, that all costs associated with any such qualification shall be the responsibility of Masterworks.

  • Qualification to Transact Business The Company will take all steps necessary to ensure that at all times the Company will validly exist as a Maryland corporation and will be qualified to do business in all jurisdictions in which the conduct of its business requires such qualification and where such qualification is required under local law.

  • QUALIFICATION OF BIDDERS BID PACKAGE REQUIREMENTS:

  • Tax Qualification Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service and nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination.

  • Qualifications for Voting To be entitled to vote at any meeting of Holders a Person shall (a) be a Holder of one or more Notes on the record date pertaining to such meeting or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more Notes on the record date pertaining to such meeting. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

  • Tax-Free Qualification (a) Each of Trident, Parent and Merger Subs shall use its respective reasonable best efforts to, and cause each of their respective Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” described in Section 351(a) of the Code, (ii) cause the Trident Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (iii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit C). Each of Trident, Parent and Merger Subs shall use its respective reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its respective Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.16) that would prevent or impede (A) the Mergers, taken together from being treated as an “exchange” described in Section 351(a) of the Code and (B) the Trident Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (b) Sun shall use its reasonable best efforts to, and cause each of its Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” described in Section 351(a) of the Code and (ii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit C). Sun shall use its reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.16) that would prevent or impede the Mergers, taken together, from qualifying as an “exchange” described in Section 351(a) of the Code. (c) Unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, each of the parties shall report the Mergers for U.S. federal income tax purposes collectively as an “exchange” within the meaning of Section 351(a) of the Code. Parent will (and following the Closing will cause the Trident Surviving Corporation and the Sun Surviving Corporation, as applicable, to) file all required information with its Tax Returns and maintain all records required for Tax purposes.

  • Qualification as a REIT The General Partner shall use its best efforts to cause the Partnership to distribute sufficient amounts under this Article 5 to enable the General Partner to pay dividends to the Stockholders that will enable the General Partner to (a) satisfy the requirements for qualification as a REIT under the Code and Regulations (“REIT Requirements”), and (b) avoid any federal income or excise tax liability; provided, however, that the General Partner shall not be bound to comply with this covenant to the extent such distributions would (i) violate applicable Delaware law, or (ii) contravene the terms of any notes, mortgages or other types of debt obligations to which the Partnership may be subject in conjunction with borrowed funds.

  • Enumeration; Qualification The officers of the Trust shall be a President, a Treasurer, a Secretary, and such other officers, if any, as the Trustees from time to time may in their discretion elect. The Trust also may have such agents as the Trustees from time to time may in their discretion appoint. An officer may be but need not be a Trustee or shareholder. Any two or more offices may be held by the same person.

  • Listing, Qualification, Etc This option shall be subject to the requirement that if, at any time, counsel to the Company shall determine that the listing, registration or qualification of the shares subject hereto upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of shares hereunder, this option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, disclosure or satisfaction of such other condition shall have been effected or obtained on terms acceptable to the Board of Directors. Nothing herein shall be deemed to require the Company to apply for, effect or obtain such listing, registration, qualification or disclosure, or to satisfy such other condition.

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