Common use of QUESTIONS FOR ENTITIES Clause in Contracts

QUESTIONS FOR ENTITIES. 1. Full legal name in which the stock certificate should be issued and nature (e.g., limited partnership, corporation, trust, limited liability company) of entity: 2. Address to which the stock certificate should be sent: 3. Name of contact person: 4. Email address of contact person: (1) For purposes of this calculation, your “net worth” equals your total assets minus both your total liabilities and the value of your primary residence. To calculate the value of your primary residence, subtract from the estimated fair market value of the property the amount of debt secured by the property (up to the estimated fair market value of the property). 5. Date of organization: 6. State of organization: 7. Taxpayer identification no.: 8. Accredited Investor Suitability Requirements: (A) Was the entity formed for the specific purpose of investing in the Company? Yes o No o (B) If your answer to question (A) is “No,” CHECK whichever of the following statements is applicable to the entity; if your answer to question (A) is “Yes” or if none of the statements in Section 2, clause 6(B)(1) below are applicable, the entity must be able to certify to the statement in Section 2, clause 6(B)(2) below in order to qualify as an Accredited Investor. (1) The undersigned entity certifies that it is an Accredited Investor because it is: (i) a bank as defined in section 3(a)(2) of the Securities Act of 1933 (the “Act”) or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act, whether acting in an individual or fiduciary capacity; Yes o No o (ii) a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; Yes o No o (iii) an insurance company as defined in section 2(a)(13) of the Act; Yes o No o (iv) an investment company registered under the Investment Company Act of 1940; Yes o No o (v) a business development company as defined in section 2(a)(48) of the Investment Company Act of 1940; Yes o No o (vi) 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; Yes o No o (vii) a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees provided that such employee benefit plan has total assets in excess of $5,000,000; Yes o No o (viii) an employee benefit plan within the meaning 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 either a bank, savings and loan association, insurance company or registered investment adviser or provided that the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, the investment decisions are made solely by persons that are Accredited Investors (if a self-directed plan with more than one investment account, (1) each participant must maintain a separate investment account within the plan, and (2) the funds of the separate investment accounts within the plan must not be commingled); Yes o No o (ix) a private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; Yes o No o (x) an organization described in section 501(c)(3) of the Internal Revenue Code of 1986, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities of the Company with total assets in excess of $5,000,000; or Yes o No o (xi) a trust, with total assets in excess of $5,000,000, not formed for the specified purpose of acquiring the securities of the Company, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) promulgated under the Act. Yes o No o (2) The undersigned entity certifies that it is an Accredited Investor because each of its stockholders, partners, beneficiaries or other equity holders meets at least one of the following conditions: (i) It is a natural person and had an individual net worth at the time of purchase (or joint net worth with spouse) in excess of $1 million (excluding the value of its primary residence). Yes o No o (ii) It is a natural person and had an individual income (without including any income of spouse) in excess of $200,000 (or joint income with spouse in excess of $300,000) in each of the two most recent years and reasonably expects an individual income in excess of $200,000 (or joint income with spouse in excess of $300,000) in the current year. For these purposes “income” means individual adjusted gross income for federal income tax purposes, plus (i) any deduction for long term capital gains; (ii) any deduction for depletion; (iii) any exclusion for interest; and (iv) any losses of a partnership allocated to an individual limited partner. Yes o No o (iii) The stockholder, partner, beneficiary or other equity holder is a corporation, partnership, trust or other entity which meets the description of at least one of the organizations specified in Section 2, clause 6(B)(1) above or whose stockholders, partners, beneficiaries or other equity holders meet at least one of the descriptions in this Section 2, clause 6(B)(2). Yes o No o

Appears in 2 contracts

Samples: Securities Purchase Agreement (OvaScience, Inc.), Subscription Agreement (OvaScience, Inc.)

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QUESTIONS FOR ENTITIES. 1. (A) Full legal name in which the stock certificate should be issued and nature (e.g., limited partnership, corporation, trust, limited liability company) of entity: (B) Relationship between the Investor of the Shares and the Registered Holder listed in response to 1(A) above. 2. Address to which the stock certificate should be sent: 3. Name of contact person: 4. Email address of contact person: (1) For purposes of this calculation, your “net worth” equals your total assets minus both your total liabilities and the value of your primary residence. To calculate the value of your primary residence, subtract from the estimated fair market value of the property the amount of debt secured by the property (up to the estimated fair market value of the property). 5. Date of organization: 6. State of organization: 7. Taxpayer identification no.: 8. Accredited Investor Suitability Requirements: (A) Was the entity formed for the specific purpose of investing in the Company? Yes o No o (B) If your answer to question (A) is “No,” CHECK whichever of the following statements is applicable to the entity; if your answer to question (A) is “Yes” or if none of the statements in Section 2, clause 6(B)(18(B)(1) below are applicable, the entity must be able to certify to the statement in Section 2, clause 6(B)(28(B)(2) below in order to qualify as an Accredited Investor. (1) The undersigned entity certifies that it is an Accredited Investor because it is: (i) a bank as defined in section 3(a)(2) of the Securities Act of 1933 (the “Act”) or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act, whether acting in an individual or fiduciary capacity; Yes o No o (ii) a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; Yes o No o (iii) an insurance company as defined in section 2(a)(13) of the Act; Yes o No o (iv) an investment company registered under the Investment Company Act of 1940; Yes o No o (v) a business development company as defined in section 2(a)(48) of the Investment Company Act of 1940; Yes o No o (vi) 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; Yes o No o (vii) a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees provided that such employee benefit plan has total assets in excess of $5,000,000; Yes o No o (viii) an employee benefit plan within the meaning 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 either a bank, savings and loan association, insurance company or registered investment adviser or provided that the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, the investment decisions are made solely by persons that are Accredited Investors (if a self-directed plan with more than one investment account, (1) each participant must maintain a separate investment account within the plan, and (2) the funds of the separate investment accounts within the plan must not be commingled); Yes o No o (ix) a private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; Yes o No o (x) an organization described in section 501(c)(3) of the Internal Revenue Code of 1986, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities of the Company with total assets in excess of $5,000,000; or Yes o No o (xi) a trust, with total assets in excess of $5,000,000, not formed for the specified purpose of acquiring the securities of the Company, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) promulgated under the Act. Yes o No o (2) The undersigned entity certifies that it is an Accredited Investor because each of its stockholders, partners, beneficiaries or other equity holders meets at least one of the following conditions: (i) It is a natural person and had an individual net worth at the time of purchase (or joint net worth with spouse) in excess of $1 million (excluding the value of its primary residence). Yes o No o (ii) It is a natural person and had an individual income (without including any income of spouse) in excess of $200,000 (or joint income with spouse in excess of $300,000) in each of the two most recent years and reasonably expects an individual income in excess of $200,000 (or joint income with spouse in excess of $300,000) in the current year. For these purposes “income” means individual adjusted gross income for federal income tax purposes, plus (i) any deduction for long term capital gains; (ii) any deduction for depletion; (iii) any exclusion for interest; and (iv) any losses of a partnership allocated to an individual limited partner. Yes o No o (iii) The stockholder, partner, beneficiary or other equity holder is a corporation, partnership, trust or other entity which meets the description of at least one of the organizations specified in Section 2, clause 6(B)(1) above or whose stockholders, partners, beneficiaries or other equity holders meet at least one of the descriptions in this Section 2, clause 6(B)(2). Yes o No oand

Appears in 1 contract

Samples: Securities Purchase Agreement (Magnum Hunter Resources Corp)

QUESTIONS FOR ENTITIES. 1. Full legal name Legal Name in which the stock certificate should be issued and nature Nature (e.g., limited partnership, corporation, trust, limited liability company) of entity:Entity: _______________________________________________ 2. Address to which the stock certificate should be sent:: ______________________________ 3. Name Date of contact person:Organization: ______________________________________________ 4. Email address State of contact personOrganization: ______________________________________________ 5. Taxpayer Identification No.: _________________________________________ 6. Accredited Investor Suitability Requirements: (1A) Was the entity formed for the specific purpose of investing in the Company? Yes _____ No _____ (B) If your answer to question (A) is “No,” CHECK whichever of the following statements is applicable to the entity; if your answer to question (A) is “Yes” or if none of the statements in Section 2, clause 6(B)(1) below are applicable, the entity must be able to 1 For purposes of this calculation, your “net worth” equals your total assets minus both your total liabilities and the value of your primary residence. To calculate the value of your primary residence, subtract from the estimated fair market value of the property the amount of debt secured by the property (up to the estimated fair market value of the property). 5. Date of organization: 6. State of organization: 7. Taxpayer identification no.: 8. Accredited Investor Suitability Requirements: (A) Was the entity formed for the specific purpose of investing in the Company? Yes o No o (B) If your answer to question (A) is “No,” CHECK whichever of the following statements is applicable to the entity; if your answer to question (A) is “Yes” or if none of the statements in Section 2, clause 6(B)(1) below are applicable, the entity must be able to certify to the statement in Section 2, clause 6(B)(2) below in order to qualify as an Accredited Investor. (1) The undersigned entity certifies that it is an Accredited Investor because it is: (i) a bank as defined in section 3(a)(2) of the Securities Act of 1933 (the “Act”) or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act, whether acting in an individual or fiduciary capacity; Yes o _____ No o_____ (ii) a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; Yes o _____ No o_____ (iii) an insurance company as defined in section 2(a)(13) of the Act; Yes o _____ No o_____ (iv) an investment company registered under the Investment Company Act of 1940; Yes o _____ No o_____ (v) a business development company as defined in section 2(a)(48) of the Investment Company Act of 1940; Yes o _____ No o_____ (vi) 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; Yes o _____ No o_____ (vii) a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees provided that such employee benefit plan has total assets in excess of $5,000,000; Yes o _____ No o_____ (viii) an employee benefit plan within the meaning 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 either a bank, savings and loan association, insurance company or registered investment adviser or provided that the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, the investment decisions are made solely by persons that are Accredited Investors (if a self-directed plan with more than one investment account, (1) each participant must maintain a separate investment account within the plan, and (2) the funds of the separate investment accounts within the plan must not be commingled); Yes o _____ No o_____ (ix) a private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; Yes o _____ No o_____ (x) an organization described in section 501(c)(3) of the Internal Revenue Code of 1986, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities of the Company with total assets in excess of $5,000,000; or Yes o _____ No o_____ (xi) a trust, with total assets in excess of $5,000,000, not formed for the specified purpose of acquiring the securities of the Company, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) promulgated under the Act. Yes o _____ No o_____ (2) The undersigned entity certifies that it is an Accredited Investor because each of its stockholders, partners, beneficiaries or other equity holders meets at least one of the following conditions: (i) It is a natural person and had an individual net worth at the time of purchase (or joint net worth with spouse) in excess of $1 million (excluding the value of its primary residence). Yes o _____ No o_____ (ii) It is a natural person and had an individual income (without including any income of spouse) in excess of $200,000 (or joint income with spouse in excess of $300,000) in each of the two most recent years and reasonably expects an individual income in excess of $200,000 (or joint income with spouse in excess of $300,000) in the current year. For these purposes “income” means individual adjusted gross income for federal income tax purposes, plus (i) any deduction for long term capital gains; (ii) any deduction for depletion; (iii) any exclusion for interest; and (iv) any losses of a partnership allocated to an individual limited partner. Yes o _____ No o_____ (iii) The stockholder, partner, beneficiary or other equity holder is a corporation, partnership, trust or other entity which meets the description of at least one of the organizations specified in Section 2, clause 6(B)(1) above or whose stockholders, partners, beneficiaries or other equity holders meet at least one of the descriptions in this Section 2, clause 6(B)(2). Yes o _____ No o_____

Appears in 1 contract

Samples: Subscription Agreement (Puma Biotechnology, Inc.)

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QUESTIONS FOR ENTITIES. 1. (A) Full legal name in which the stock certificate should be issued and nature (e.g., limited partnership, corporation, trust, limited liability company) of entity:: See transfer agent spreadsheet provided by Relational. (B) Relationship between the Investor of the Shares and the Registered Holder listed in response to 1(A) above. Investors is the General Partner or Investment Adviser for each of the registered holders. 2. Address to which the stock certificate should be sent: 3. Name of contact person:: See transfer agent spreadsheet provided by Relational. 4. Email address of contact person: (1) For purposes of this calculation, your “net worth” equals your total assets minus both your total liabilities and the value of your primary residence. To calculate the value of your primary residence, subtract from the estimated fair market value of the property the amount of debt secured : See transfer agent spreadsheet provided by the property (up to the estimated fair market value of the property)Relational. 5. Date of organization:: N/A 6. State of organization:: N/A 7. Taxpayer identification no.:: See transfer agent spreadsheet provided by Relational. 8. Accredited Investor Suitability Requirements: (A) Was the entity formed for the specific purpose of investing in the Company? Yes o No ox (B) If your answer to question (A) is “No,” CHECK whichever of the following statements is applicable to the entity; if your answer to question (A) is “Yes” or if none of the statements in Section 2, clause 6(B)(18(B)(1) below are applicable, the entity must be able to certify to the statement in Section 2, clause 6(B)(28(B)(2) below in order to qualify as an Accredited Investor. (1) The undersigned entity certifies that it is an Accredited Investor because it is: (i) a bank as defined in section 3(a)(2) of the Securities Act of 1933 (the “Act”) or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act, whether acting in an individual or fiduciary capacity; Yes o No ox (ii) a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; Yes o No ox (iii) an insurance company as defined in section 2(a)(13) of the Act; Yes o No ox (iv) an investment company registered under the Investment Company Act of 1940; Yes o No ox (v) a business development company as defined in section 2(a)(48) of the Investment Company Act of 1940; Yes o No ox (vi) 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; Yes o No ox (vii) a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees provided that such employee benefit plan has total assets in excess of $5,000,000; Yes o No ox (viii) an employee benefit plan within the meaning 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 either a bank, savings and loan association, insurance company or registered investment adviser or provided that the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, the investment decisions are made solely by persons that are Accredited Investors (if a self-directed plan with more than one investment account, (1) each participant must maintain a separate investment account within the plan, and (2) the funds of the separate investment accounts within the plan must not be commingled); Yes o No ox (ix) a private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; Yes o No ox (x) an organization described in section 501(c)(3) of the Internal Revenue Code of 1986, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities of the Company with total assets in excess of $5,000,000; or Yes o No ox (xi) a trust, with total assets in excess of $5,000,000, not formed for the specified purpose of acquiring the securities of the Company, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) promulgated under the Act. Yes o No ox (2) The undersigned entity certifies that it is an Accredited Investor because each of its stockholders, partners, beneficiaries or other equity holders meets at least one of the following conditions: (i) It is a natural person and had an individual net worth at the time of purchase (or joint net worth with spouse) in excess of $1 million (excluding the value of its primary residence). Yes o No ox (ii) It is a natural person and had an individual income (without including any income of spouse) in excess of $200,000 (or joint income with spouse in excess of $300,000) in each of the two most recent years and reasonably expects an individual income in excess of $200,000 (or joint income with spouse in excess of $300,000) in the current year. For these purposes “income” means individual adjusted gross income for federal income tax purposes, plus (i) any deduction for long term capital gains; (ii) any deduction for depletion; (iii) any exclusion for interest; and (iv) any losses of a partnership allocated to an individual limited partner. Yes o No ox (iii) The stockholder, partner, beneficiary or other equity holder is a corporation, partnership, trust or other entity which meets the description of at least one of the organizations specified in Section 2, clause 6(B)(18(B)(1) above or whose stockholders, partners, beneficiaries or other equity holders meet at least one of the descriptions in this Section 2, clause 6(B)(28(B)(2). Yes o x No o

Appears in 1 contract

Samples: Securities Purchase Agreement (Magnum Hunter Resources Corp)

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