Common use of Regulation D Qualification Clause in Contracts

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 614 contracts

Samples: Private Placement Shares Purchase Agreement (Perceptive Capital Solutions Corp), Private Placement Shares Purchase Agreement (Perceptive Capital Solutions Corp), Private Placement Units Purchase Agreement (Denali Capital Acquisition Corp.)

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Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

Appears in 251 contracts

Samples: Private Placement Shares Purchase Agreement (Alchemy Investments Acquisition Corp 1), Private Placement Shares Purchase Agreement (Alchemy Investments Acquisition Corp 1), Private Placement Warrants Purchase Agreement (HCM II Acquisition Corp.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders stockholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

Appears in 71 contracts

Samples: Private Placement (SilverBox Corp III), Warrants Purchase Agreement (SilverBox Corp III), Warrants Purchase Agreement (SilverBox Engaged Corp II)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders stockholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 45 contracts

Samples: Private Placement Warrants Purchase Agreement (Avalon Acquisition Inc.), Warrant Agreement (Colombier Acquisition Corp.), Warrant Agreement (Orion Acquisition Corp.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

Appears in 40 contracts

Samples: Private Placement Units Purchase Agreement (ITHAX Acquisition Corp.), Private Placement Warrants Purchase Agreement (PowerUp Acquisition Corp.), Private Placement Warrants Purchase Agreement (PowerUp Acquisition Corp.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

Appears in 37 contracts

Samples: Private Placement Warrants Purchase Agreement (Chain Bridge I), Private Placement Warrants Purchase Agreement (Chain Bridge I), Private Placement Warrants Purchase Agreement (G Squared Ascend II, Inc.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

Appears in 30 contracts

Samples: Private Placement Warrants Purchase Agreement (Bridgetown 3 Holdings LTD), Private Placement Warrants Purchase Agreement (Macondray Capital Acquisition Corp. I), Private Placement Warrants Purchase Agreement (Macondray Capital Acquisition Corp. I)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders stockholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 25 contracts

Samples: Private Placement Warrants Purchase Agreement (Dorchester Capital Acquisition Corp.), Private Placement Warrants Purchase Agreement (Dorchester Capital Acquisition Corp.), Private Placement Warrants Purchase Agreement (Dorchester Capital Acquisition Corp.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 24 contracts

Samples: Private Placement Warrants Purchase Agreement (Patria Latin American Opportunity Acquisition Corp.), Placement Warrants Purchase Agreement (Patria Latin American Opportunity Acquisition Corp.), Private Placement Warrants Purchase Agreement (Battery Future Acquisition Corp.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d506 (d) of Regulation D under the Securities Act.

Appears in 22 contracts

Samples: Warrant Agreement (Bullpen Parlay Acquisition Co), Private Placement Warrants Purchase Agreement (Blue Ocean Acquisition Corp), Private Placement Share Purchase Agreement (Jade Value Acquisition Corp)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders stockholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

Appears in 12 contracts

Samples: Private Placement Units Purchase Agreement (IB Acquisition Corp.), Private Placement Units Purchase Agreement (IB Acquisition Corp.), Private Placement Warrants Purchase Agreement (Fpa Energy Acquisition Corp.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders stockholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 12 contracts

Samples: Private Placement Warrants Purchase Agreement (Delphi Growth Capital Corp.), Private Placement Warrants Purchase Agreement (Hawks Acquisition Corp), Private Placement Warrants Purchase Agreement (Hawks Acquisition Corp)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

Appears in 8 contracts

Samples: Sponsor Warrants Purchase Agreement (Pegasus Digital Mobility Acquisition Corp.), Sponsor Warrants Purchase Agreement (Pegasus Digital Mobility Acquisition Corp.), Sponsor Warrants Purchase Agreement (Endurance Acquisition Corp.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders stockholders of twenty percent (20% %) or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 8 contracts

Samples: Private Placement Warrants Purchase Agreement (KnightSwan Acquisition Corp), Private Placement Warrants Purchase Agreement (C5 Acquisition Corp), Private Placement Warrants Purchase Agreement (C5 Acquisition Corp)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of twenty percent (20% %) or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 7 contracts

Samples: Private Placement Warrants Purchase Agreement (Andretti Acquisition Corp.), Private Placement Warrants Purchase Agreement (Andretti Acquisition Corp.), Private Placement Warrants Purchase Agreement (Andretti Acquisition Corp.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its the outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 6 contracts

Samples: Private Placement Shares Purchase Agreement (MELI Kaszek Pioneer Corp), Form of Private Placement Units Purchase Agreement (MicroAlgo Inc.), Private Placement Shares Purchase Agreement (MELI Kaszek Pioneer Corp)

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Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders stockholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

Appears in 4 contracts

Samples: Private Placement Shares Purchase Agreement (REZOLVE GROUP LTD), Private Placement Shares Purchase Agreement (Armada Acquisition Corp. I), Private Placement Shares Purchase Agreement (Armada Acquisition Corp. I)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders stockholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 3 contracts

Samples: Form of Private Placement Warrants Purchase Agreement (Zimmer Energy Transition Acquisition Corp.), Private Placement Warrants Purchase Agreement (Adit EdTech Acquisition Corp.), Private Placement Warrants Purchase Agreement (Adit EdTech Acquisition Corp.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders stockholder of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 3 contracts

Samples: Private Placement Share Purchase Agreement (Research Alliance Corp. II), Private Placement Share Purchase Agreement (Research Alliance Corp. II), Private Placement Shares Purchase Agreement (Fifth Wall Acquisition Corp. I)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (First Light Acquisition Group, Inc.), Private Placement Warrants Purchase Agreement (First Light Acquisition Group, Inc.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of anyof its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Peridot Acquisition Corp. III)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its US-DOCS\119990652.4 outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Cain Acquisition Corp)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders stockholders of 20% or more of its outstanding securities, has experienced a disqualifying event even as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Global Blockchain Acquisition Corp.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act.”). ​

Appears in 1 contract

Samples: Private Placement Units Purchase Agreement (ITHAX Acquisition Corp.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities ActAct of 1933, as amended (the “ Securities Act ”).

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (GEF Acquisition Corp)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.. ​ ​

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Iconic Sports Acquisition Corp.)

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