Common use of Regulation D Offering Clause in Contracts

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 389 contracts

Samples: Securities Subscription Agreement (Stellar v Capital Corp. (Cayman Islands)), Securities Subscription Agreement (Cantor Equity Partners I, Inc.), Securities Subscription Agreement (K&f Growth Acquisition Corp. Ii)

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Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 128 contracts

Samples: Securities Subscription Agreement (EQV Ventures Acquisition Corp.), Securities Subscription Agreement (Perceptive Capital Solutions Corp), Securities Subscription Agreement (Perceptive Capital Solutions Corp)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) ), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 70 contracts

Samples: Subscription Agreement (Plum Acquisition Corp, IV), Subscription Agreement (Noble Education Acquisition Corp.), Subscription Agreement (Mindset Growth Opportunities I Corp.)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 68 contracts

Samples: Securities Subscription Agreement (Ares Acquisition Corp II), Securities Subscription Agreement (Power & Digital Infrastructure Acquisition II Corp.), Securities Subscription Agreement (Power & Digital Infrastructure Acquisition II Corp.)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 53 contracts

Samples: Founder Share Subscription Agreement (Eureka Acquisition Corp), Subscription Agreement (Spark I Acquisition Corp), Subscription Agreement (Spark I Acquisition Corp)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 53 contracts

Samples: Securities Subscription Agreement (AEI CapForce II Investment Corp), Securities Subscription Agreement (Fat Projects Acquisition Corp), Securities Subscription Agreement (Fat Projects Acquisition Corp)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) ), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 29 contracts

Samples: Securities Subscription Agreement (USA Acquisition Corp.), Securities Subscription Agreement (First Light Acquisition Group, Inc.), Securities Subscription Agreement (First Light Acquisition Group, Inc.)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 24 contracts

Samples: Securities Subscription Agreement (Andretti Acquisition Corp.), Securities Subscription Agreement (KnightSwan Acquisition Corp), Securities Subscription Agreement (KnightSwan Acquisiton Corp)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D promulgated under the Securities Act or similar exemptions under state law.

Appears in 23 contracts

Samples: Securities Subscription Agreement (PowerUp Acquisition Corp.), Securities Subscription Agreement (Papaya Growth Opportunity Corp. I), Securities Subscription Agreement (FTAC Emerald Acquisition Corp.)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) ), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 20 contracts

Samples: Subscription Agreement (Navigation Capital Acquisition VII Corp.), Subscription Agreement (Navigation Capital Acquisition VI Corp.), Subscription Agreement (Navigation Capital Acquisition IX Corp.)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investorsAccredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 12 contracts

Samples: Warrant Subscription Agreement (Arcade China Acquisition Corp), Warrant Subscription Agreement (Arcade China Acquisition Corp), Warrant Subscription Agreement (Arcade China Acquisition Corp)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section Rule 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 12 contracts

Samples: Securities Subscription Agreement (Investcorp Europe Acquisition Corp I), Securities Subscription Agreement (Chenghe Acquisition Co.), Securities Subscription Agreement (Gateway Strategic Acquisition Co.)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) ), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 8 contracts

Samples: Securities Subscription Agreement (Melar Acquisition Corp. I/Cayman), Securities Subscription Agreement (Yellowstone Acquisition Co), Securities Subscription Agreement (Yellowstone Acquisition Co)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 8 contracts

Samples: Securities Subscription Agreement (Tiberius Acquisition Corp), Securities Subscription Agreement (I-Am CAPITAL ACQUISITION Co), Securities Subscription Agreement (Hennessy Capital Acquisition Corp. III)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) ), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 8 contracts

Samples: Securities Subscription Agreement (Ads-Tec Energy Public LTD Co), Securities Subscription Agreement (Atlas Crest Investment Corp. V), Securities Subscription Agreement (Atlas Crest Investment Corp. IV)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal or state law.

Appears in 7 contracts

Samples: Forward Purchase Contract (Isos Acquisition Corp.), Forward Purchase Contract (Isos Acquisition Corp.), Forward Purchase Contract (Meten EdtechX Education Group Ltd.)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933Act, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 7 contracts

Samples: Securities Subscription Agreement (GSR III Acquisition Corp.), Securities Subscription Agreement (Dynamix Corp), Securities Subscription Agreement (Growth for Good Acquisition Corp)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section Rule 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 6 contracts

Samples: Securities Subscription Agreement (RCF Acquisition Corp.), Securities Subscription Agreement (Pyrophyte Acquisition Corp.), Securities Subscription Agreement (Ascendant Mobility Acquisition Corp I)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933Act, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 5 contracts

Samples: Securities Subscription Agreement (Singularity Acquisition Corp.), Securities Subscription Agreement (TradeUP 88 Corp.), Securities Subscription Agreement (Learn CW Investment Corp)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933Act, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 5 contracts

Samples: Securities Subscription Agreement (BrightSpark Capitol Corp.), Securities Subscription Agreement (Capitol Investment Corp. VII), Securities Subscription Agreement (Capitol Investment Corp. VII)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) ), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under applicable state law.

Appears in 5 contracts

Samples: Securities Subscription Agreement (Tetragon Acquisition Corp I), Securities Subscription Agreement (Jackson Acquisition Co), Securities Subscription Agreement (Alexandria Agtech/Climate Innovation Acquisition Corp.)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 4 contracts

Samples: Securities Subscription Agreement (Mars Acquisition Corp.), Securities Subscription Agreement (TLGY Acquisition Corp), Securities Subscription Agreement (Angel Pond Holdings Corp)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 4 contracts

Samples: Securities Subscription Agreement (dMY Squared Technology Group, Inc.), Securities Subscription Agreement (Direct Selling Acquisition Corp.), Securities Subscription Agreement (dMY Technology Group, Inc. VI)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) ), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 4 contracts

Samples: Securities Subscription Agreement (Parabellum Acquisition Corp.), Securities Subscription Agreement (CA Healthcare Acquisition Corp.), Securities Subscription Agreement (Evo Acquisition Corp)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investorsAccredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 4 contracts

Samples: Subscription Agreement (Asia Special Situation Acquisition Corp), Subscription Agreement (Asia Special Situation Acquisition Corp), Subscription Agreement (Asia Special Situation Acquisition Corp)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 4 contracts

Samples: Securities Subscription Agreement (LF Capital Acquisition Corp. II), Securities Subscription Agreement (LF Capital Acquisition Corp. II), Securities Subscription Agreement (Delwinds Insurance Acquisition Corp.)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) ), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section Rule 501(a) of Regulation D promulgated under the Securities Act or similar exemptions under federal and state law.

Appears in 3 contracts

Samples: Subscription Agreement for Common Stock (Beneficient), Subscription Agreement (WinVest Acquisition Corp.), Subscription Agreement (Globis Acquisition Corp.)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 3 contracts

Samples: Securities Subscription Agreement (Gobi Acquisition Corp.), Securities Subscription Agreement (Artisan Acquisition Corp.), Securities Subscription Agreement (Post Holdings Partnering Corp)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) ), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D promulgated under the Securities Act or similar exemptions under state law.

Appears in 3 contracts

Samples: Subscription Agreement for Common Stock (Brand Engagement Network Inc.), Subscription Agreement for Common Stock (Brand Engagement Network Inc.), Subscription Agreement for Common Stock (DHC Acquisition Corp.)

Regulation D Offering. The Subscriber represents that it he or she is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Pacific Special Acquisition Corp.), Securities Purchase Agreement (DT Asia Investments LTD), Securities Purchase Agreement (DT Asia Investments LTD)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 3 contracts

Samples: Securities Subscription Agreement (Israel Acquisitions Corp), Securities Subscription Agreement (Rose Hill Acquisition Corp), Securities Subscription Agreement (L Catterton Latin America Acquisition Corp)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal or state law.

Appears in 3 contracts

Samples: Forward Purchase Agreement (USA Acquisition Corp.), Forward Purchase Agreement (MELI Kaszek Pioneer Corp), Forward Purchase Agreement (MELI Kaszek Pioneer Corp)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) ), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 3 contracts

Samples: Securities Subscription Agreement (Arena Fortify Acquisition Corp.), Securities Subscription Agreement (7 Acquisition Corp), Securities Subscription Agreement (Gaming & Hospitality Acquisition Corp.)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Riverview Acquisition Corp.), Securities Subscription Agreement (Riverview Acquisition Corp.)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933Act, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D promulgated under the Securities Act or similar exemptions under federal or state law.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Silverbox Engaged Merger Corp I), Forward Purchase Agreement (Silverbox Engaged Merger Corp I)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Pomona Acquisition LTD), Securities Subscription Agreement (HCM Acquisition Corp)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) ), and acknowledges that the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 2 contracts

Samples: Securities Subscription Agreement (ECP Environmental Growth Opportunities Corp.), Securities Subscription Agreement (ECP Environmental Growth Opportunities Corp.)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) ), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Avalon Acquisition Inc.), Securities Subscription Agreement (NavSight Holdings, Inc.)

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Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) ), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Revolution Healthcare Acquisition Corp.), Securities Subscription Agreement (Revolution Healthcare Acquisition Corp.)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a50l(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a50l(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Artius II Acquisition Inc.), Securities Subscription Agreement (Artius II Acquisition Inc.)

Regulation D Offering. Each Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) ), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Catalyst Partners Acquisition Corp.), Securities Subscription Agreement (Health Assurance Acquisition Corp.)

Regulation D Offering. The Subscriber represents that it he or she is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) ), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 1 contract

Samples: Subscription Agreement (Home Plate Acquisition Corp)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is tennis defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a50 I(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 1 contract

Samples: Securities Subscription Agreement (AP Acquisition Corp)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 19331933 , as amended am ended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 1 contract

Samples: Securities Subscription Agreement (Software Acquisition Group Inc.)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 1 contract

Samples: Subscription Agreement (Landcadia Holdings IV, Inc.)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investorsAccredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law...

Appears in 1 contract

Samples: Subscription Agreement (Indas Green Acquisition CORP)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale of the Shares contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 1 contract

Samples: Subscription Agreement (AERWINS Technologies Inc.)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investorsAccredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 1 contract

Samples: Subscription Agreement (Lank Acquisition Corp)

Regulation D Offering. Each Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) ), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 1 contract

Samples: Securities Subscription Agreement (Foley Trasimene Acquisition Corp.)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933Act, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 1 contract

Samples: Subscription Agreement for Founder Shares (Range Capital Acquisition Corp.)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state lawlaws.

Appears in 1 contract

Samples: Securities Subscription Agreement (Red Cell DRM Acquisition Corp.)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities ActAct ”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 1 contract

Samples: Securities Subscription Agreement (Big Rock Partners Acquisition Corp.)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption under federal law to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or and similar exemptions under state law.

Appears in 1 contract

Samples: Securities Subscription Agreement (Intrepid Acquisition Corp I)

Regulation D Offering. Such Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a50l(a) of Regulation D promulgated under the Securities Act of 1933Act, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a50l(a) of Regulation D promulgated under the Securities Act or similar exemptions under federal or state law.

Appears in 1 contract

Samples: Forward Purchase Agreement (Silverbox Engaged Merger Corp I)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under applicable state law.

Appears in 1 contract

Samples: Securities Subscription Agreement (MELI Kaszek Pioneer Corp)

Regulation D Offering. Subscriber represents that it is an “accredited investor’’ as such term is defined in Rule 501(a50l(a) of Regulation D under the Securities Act of 1933, as amended (the ’’Securities Act’’) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors’’ within the meaning of Section 501(a50l(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 1 contract

Samples: Securities Subscription Agreement (Bleichroeder Acquisition Corp. I)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act") and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 1 contract

Samples: Securities Subscription Agreement (Oaktree Acquisition Corp. III Life Sciences)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act in reliance on a private placement exemption or similar exemptions under state law.

Appears in 1 contract

Samples: Securities Subscription Agreement (890 5th Avenue Partners, Inc.)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 1 contract

Samples: Securities Subscription Agreement (Green Visor Financial Technology Acquisition Corp I)

Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) ), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law. vii.

Appears in 1 contract

Samples: Securities Subscription Agreement (LDH Growth Corp I)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 1 contract

Samples: Securities Subscription Agreement (Juniper II Corp.)

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a50l(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 1 contract

Samples: Subscription Agreement (Cuentas Inc.)

Regulation D Offering. Such Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal or state law.

Appears in 1 contract

Samples: Forward Purchase Contract (Isos Acquisition Corp.)

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