Shares held by Unaccredited Investors Sample Clauses

Shares held by Unaccredited Investors. As a condition to receipt of Parent Shares pursuant to Section 1.6(a) or Section 1.6(b), Company Stockholders shall be required to comply with the requirements of Section 1.10, including but not limited to the delivery to Parent of an Accredited Investor questionnaire to be provided by Parent. For any Company Stockholders who are not Accredited Investors, Parent shall have the right, but not the obligation, to substitute cash for all Parent Shares to which all such Company Stockholders would otherwise be entitled under this Agreement, based on the fair value per share of the Parent Shares on the Closing Date, but Parent shall not be entitled to substitute cash for less than all Parent Shares to which all such Company Stockholders would otherwise be entitled. Such fair value shall be $2.55 per Parent Share, as determined by Financial Strategies Consulting Group, an independent valuation approved by the Company and Parent (the “Valuation Firm”). All Parent Shares converted to cash pursuant to this Section 1.6(c) shall be treated as cancelled and treated as authorized and unissued Parent Shares.
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Related to Shares held by Unaccredited Investors

  • Accredited Investors The Optionee is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

  • Accredited Investor The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

  • Notes Held by Company, Etc Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

  • Accredited Investor Status The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

  • Accredited Investor Status or Investment Limits Subscriber represents that either:

  • Investment Intent; Accredited Investor The Investor is purchasing the Note and the Warrant for its own account, for investment purposes, and not with a view towards distribution. The Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D of the 1933 Act. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (a) evaluating the merits and risks of an investment in the Note, the Warrant and the Investor Shares and making an informed investment decision, (b) protecting its own interests and (c) bearing the economic risk of such investment for an indefinite period of time.

  • Transfers to Non-QIB Institutional Accredited Investors The following provisions shall apply with respect to the registration of any proposed transfer of a Note to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons):

  • Institutional Accredited Investor It is and will be on the Closing Date (i) an institutional “accredited investor” as such term is defined in Rule 501(a) of Regulation D and as contemplated by subsections (1), (2), (3) and (7) of Rule 501(a) of Regulation D, and has no less than $5,000,000 in total assets, or (ii) a QIB.

  • ACCREDITED INVESTOR QUESTIONNAIRE In order for the Company to offer and sell the Securities in conformance with state and federal securities laws, the following information must be obtained regarding your investor status. Please initial each category applicable to you as a Purchaser of Securities of the Company.

  • Initial Purchasers as Qualified Institutional Buyers Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that:

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