Qualified Investors. (a) You will only: (i) solicit offers to purchase Shares from persons who certify that they have a net worth of more than $1.5 million (or in the case of an individual, a joint net worth with their spouse of more than $1.5 million) ("Qualified Investors"); and (ii) submit completed Investor Certifications to us or another agent of the Funds on behalf of prospective investors who you have determined, after reasonable inquiry, to be Qualified Investors.
(b) You agree that: (i) you have implemented procedures designed to enable you to form a reasonable belief that a prospective investor is a Qualified Investor; (ii) you will keep records (and make them available to us promptly upon request) of the information you relied on in concluding that a prospective investor in a Fund is a Qualified Investor; and (iii) you will cooperate with the Securities and Exchange Commission ("SEC") in the event of any audit or examination of the Qualified Investor status of your clients with respect to the Shares.
(c) You understand that Shares will be subject to transfer restrictions that permit transfers only to persons who are Qualified Investors and agree to provide a certification to that effect. You agree that: (i) you will not make any transfers of Shares to any of your clients unless you believe that the client is a Qualified Investor; (ii) you have implemented procedures designed to enable you to form a reasonable belief that any transferee of Shares who is a client is a Qualified Investor; (iii) you will only make transfers of Shares to an account with a broker or dealer that has entered into a selling agreement with us; and (iv) confirmations of any transfer will include a statement regarding the transfer restrictions applicable to the Shares.
Qualified Investors. Offer and sale of the SAFT is only available to (i) persons that are resident in the U.S. and who qualify as “accredited investors” within the meaning of Rule 501 of Regulation D promulgated under the U.S. Securities Act of 1933, as amended (“Act”); or (ii) persons who are not U.S. persons within the meaning of Rule 902 of Regulation S promulgated under the Act.
i. Each U.S. Purchaser participating in the offer and sale of the SAFT will need to submit proof to the Company confirming the Purchaser’s accreditation status following the instructions set forth on the Company’s Web-Site under the section titled “Verify Your Status to Participate”.
ii. Each non-U.S. Purchaser represents and warrants to the Company that it has had the opportunity to consult with the Purchaser’s own legal, tax, accounting and investment advisers regarding its participation in the offer and sale of the SAFT to make sure that the Purchaser is compliant with the laws of the jurisdiction in which the Purchaser is legally domiciled.
Qualified Investors. For the purposes of this Agreement, if Col-Care and CGGC cannot agree, based on their reasonable belief, whether a U.S. Person is a Qualified Investor, such U.S. Person shall be deemed not to be a Qualified Investor in connection with the Col-Care Transaction.
Qualified Investors. The investment fund may only be distributed in Switzerland to qualified investors within the meaning of Art. 10 Xxxx. 0, 0xxx xxx 0xxx XXXX.
Qualified Investors. For the purposes of this Agreement, if LCV and Subversive cannot agree, based on their reasonable belief, whether a U.S. Person is a Qualified Investor, such U.S. Person shall be deemed not to be a Qualified Investor in connection with the LCV Transaction.
Qualified Investors. For the purposes of this Agreement, if Xxxxxx and Subversive cannot agree, based on their reasonable belief, whether a U.S. Person is a Qualified Investor, such U.S. Person shall be deemed not to be a Qualified Investor in connection with the Xxxxxx Transaction.
Qualified Investors. In Switzerland the investment Fund may be distributed only to qualified Investors pursuant to Art. 10 Para. 3, 3bis and 3ter KAG.
Qualified Investors. RMT's sole shareholder is RT, LLC. RT, LLC makes the following representations with respect to each member of RT, LLC (each, an "RT Member", and collectively, the "RT Members"):
(a) Each RT Member is able to bear the economic risk of an investment in the securities of Buyer Shares offered hereby (the "Securities") for an indefinite period of time and can afford the loss of the entire investment in the Securities. Additionally, each RT Member's overall commitment to investments that are not readily marketable is not disproportionate to his or her net worth, and this Agreement will not cause such overall commitment to become excessive.
(b) The Securities will not be sold by any RT Member without registration under applicable securities acts or a proper exemption from such registration.
(c) The Securities are being acquired for each RT Member's own account and risk, for investment purposes, and not on behalf of any other person or with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. Each RT Member is aware that there are substantial restrictions on the transferability of the securities.
(d) Each RT Member has had access to any and all information concerning Buyer and its subsidiaries that the RT Members, RMT and their financial, tax and legal advisors required or considered necessary to make a proper evaluation of the Securities. In making the decision to enter into this Agreement and acquire the Securities, the RT Members and their advisors have relied solely upon their own independent investigations and the representations and warranties contained herein, and fully understand that there are no guarantees, assurances or promises in connection with any investment hereunder.
(e) Each RT Member understands and agrees that stop transfer instructions relating to the Securities will be placed in Buyer's stock transfer ledger, and that the certificates evidencing the securities sold will bear legends in substantially the following form: The securities represented by this Certificate have not been registered under the Securities Act of 1933 (the "Act") and are "restricted securities" as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the reasonable satis...
Qualified Investors a. Legal persons in Iceland or abroad licensed to operate or engage in regulated activities in financial markets, including financial undertakings and businesses connected with the financial sector, insurance companies, collective investment undertakings and their management companies, pension funds and their management companies, as applicable, and commodity dealers;
b. Legal persons neither licensed to operate nor engaged in regulated activities in financial markets whose purpose is solely to invest in securities;
c. National and regional governments, central banks and international organisations, such as the International Monetary Fund, the European Central Bank, the European Investment Bank and other similar international organisations;
d. Other legal persons which do not meet two of the three criteria set out in paragraph (f);
e. Natural persons resident in Iceland who request in writing to the Financial Supervisory Authority to be treated as qualified investors and meet at least two of the following three criteria:
i. The investor has carried out transactions of a significant size on securities markets at an average frequency of at least 10 per quarter over the previous four quarters;
ii. The size of the investor’s securities portfolio exceeds ISK 41.8 million;
iii. The investor works or has worked in the financial market for at least one year in a position requiring knowledge of securities investment;
f. Small and medium-sized enterprises having their registered office in Iceland that request in writing to the Financial Supervisory Authority to be treated as qualified investors.“Small and medium-sized enterprises” means companies which, according to their last annual or consolidated accounts, meet at least two of the following three criteria:
i. An average number of employees during the financial year of less than 250;
ii. A total balance sheet not exceeding ISK 3.6 billion;
iii. An annual net turnover not exceeding ISK 4.2
Qualified Investors. The Company shall, at each closing of the Offering, as compensation for the services provided by PA hereunder, pay PA a cash fee, and warrants to purchase shares of the Company’s Common Stock, with respect to investments made by Qualified Investors, as set forth below.
(i) The (“QI Cash Fee”) shall equal 10.0% of the gross cash proceeds invested by Qualified Investors in the Offering. The QI Cash Fee shall be paid upon each closing of the Offering.
(ii) The (“QI Exercise Fee”) shall be equal to 3% of the gross cash proceeds received by the Company from Qualified Investors exercising any warrants which they currently hold, or receive as part of the Offering.
(iii) Upon each closing of the Offering, the Company will issue warrants to PA, or its designees, (“QI Warrants”) to purchase a number of shares of the Company’s common stock equal to 10% of the gross proceeds of the Offering raised from Qualified Investors. For example, if the gross proceeds of the Offering raised from Qualified Investors is $10,000,000, then a warrant to purchase One Million (1,000,000) shares of the Common Stock of the Company would be issuable to PA or its designees. The QI Warrants will be exercisable for a period of seven years (7) years, and have an exercise price of $1.65. The QI Warrants will have a net exercise provision, and the Company will not have any right to accelerate the exercise the QI Warrants.
