Accredited Equityholders definition

Accredited Equityholders means (a) the Company Equityholders listed on Schedule 9.1(a) hereto except for any Company Equityholder listed thereon that Parent notifies Company prior to the Closing Date is being removed because Parent has not received evidence reasonably satisfactory to it that the Company Equityholder is an “accredited investor”, as such term is defined in Rule 501(a) of the Securities Act, (b) any other Company Equityholder that executes and delivers to Company or Parent within twenty-one (21) days after the date of this Agreement an Accredited Investor Questionnaire that indicates that such Company Equityholder is an accredited investor and that Parent in its sole discretion determines is, in fact, an “accredited investor” and (c) any other Company Equityholder that Parent in its sole discretion determines is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act) without having received such a questionnaire.
Sample 1Sample 2
Accredited Equityholders means in connection with any Milestone Payment, the Seller Equityholders listed in the applicable Consideration Notice that, within five (5) Business Days of the date of the delivery of such Consideration Notice, executes and delivers to the Buyer an Accredited Investor Questionnaire that indicates that such Seller Equityholder is an accredited investor and that Buyer in its sole discretion determines is, in fact, an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act).
Sample 1
Accredited Equityholders means (a) the Equityholders identified as such on the Consideration Spreadsheet except for any Equityholder listed thereon that Parent notifies Company prior to the Closing Date is being removed because Parent has not received evidence reasonably satisfactory to it that the Equityholder is an “accredited investor,” as such term is defined in Rule 501(a) of the Securities Act, (b) any other Equityholder that executes and delivers to Company or Parent after the date of this Agreement the Parent Stockholder Agreements that indicates that such Equityholder is an accredited investor and that Parent in its sole discretion determines is, in fact, an “accredited investor” and (c) any other Equityholder that Parent in its sole discretion determines is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act) without having received such a questionnaire.
Sample 1

Examples of Accredited Equityholders in a sentence

  • Upon the election of Parent, the Merger Consideration payable to the Equityholders shall be reallocated among such Equityholders to result in Parent Shares being issued only to Accredited Equityholders (and to Equityholders who have satisfied their obligations under Section 3.6) and only cash being issued to Equityholders who are not Accredited Equityholders (or who have not satisfied their obligations under Section 3.6).

Related to Accredited Equityholders

  • Equityholders has the meaning set forth in the Preamble.

  • Equityholder has the meaning set forth in the Preamble.

  • accredited person means a person registered in terms of the Regulations as an electrical tester for single phase, an installation electrician or a master installation electrician, as the case may be;

  • Disclosure Representative means the Finance Director, or his or her designee, or such other person as the Issuer shall designate in writing to the Disclosure Dissemination Agent from time to time as the person responsible for providing Information to the Disclosure Dissemination Agent.

  • Foreign personal representative means a personal representative appointed by another jurisdiction.

  • list of accredited prospective providers means the list of accredited prospective providers which the municipality must keep in terms of paragraph 14 of this policy;

  • public representative means an individual who is not a member, former member, student or former student of any accounting body;

  • U.S. Accredited Investor means an “accredited investor” as defined in Rule 501(a) of Regulation D;

  • Accredited Investors means “accredited investors” as defined in Rule 501(a)(1), (a)(2), (a)(3) or (a)(7) of Regulation D under the Securities Act.

  • Foreign person means any person (including any individual, partnership, corporation, or other form of association) other than a United States person.

  • Sophisticated Individual Accredited Investor means an individual who (a) is an accredited investor within the meaning of Regulation D under the Securities Act and (b) based on his or her pre-existing relationship with the Dealer, is reasonably believed by the Dealer to be a sophisticated investor (i) possessing such knowledge and experience (or represented by a fiduciary or agent possessing such knowledge and experience) in financial and business matters that he or she is capable of evaluating and bearing the economic risk of an investment in the Notes and (ii) having not less than $5 million in investments (as defined, for purposes of this section, in Rule 2a51-1 under the Investment Company Act of 1940, as amended).

  • Tax Matters Person Certificate The Class A-R Certificate with a Denomination of $0.01.

  • Investment adviser representative means an individual employed by or associated with an investment adviser or federal covered investment adviser and who makes any recommendations or otherwise gives investment advice regarding securities, manages accounts or portfolios of clients, determines which recommendation or advice regarding securities should be given, provides investment advice or holds herself or himself out as providing investment advice, receives compensation to solicit, offer, or negotiate for the sale of or for selling investment advice, or supervises employees who perform any of the foregoing. The term does not include an individual who:

  • Partnership Representative has the meaning set forth in Section 5.2(a).

  • Member in a Bidding Consortium or “Member” shall mean each Company in a Bidding Consortium. In case of a Technology Partner being a member in the Consortium, it has to be a Company.

  • Institutional Accredited Investor Certificate means a certificate substantially in the form of Exhibit G hereto.

  • Accredited Investor Questionnaire means the Accredited Investor Questionnaire set forth as Exhibit C-1 hereto.

  • Accredited means approved by the:

  • Institutional Accredited Investor means an institution that is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

  • Accredited Investor has the meaning set forth in Regulation D promulgated under the Securities Act.

  • Asset Management Company/UTI AMC/AMC/Investment Manager means the UTI Asset Management Company Limited incorporated under the Companies Act, 1956, (1 of 1956) [replaced by The Companies Act, 2013 (No.18 of 2013)] and approved as such by Securities and Exchange Board of India (SEBI) under sub-regulation (2) of Regulation 21 to act as the Investment Manager to the schemes of UTI Mutual Fund.

  • Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(a).

  • Non-U.S. Beneficial Ownership Certification As defined in Section 5.03(f) of this Agreement.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Accredited Assessor means a person accredited by the management unit established by the Commonwealth under the Supported Wage System to perform assessments of an individual’s productive capacity within the Supported Wage System.

  • Issuer-Represented Limited-Use Free Writing Prospectus means any Issuer-Represented Free Writing Prospectus that is not an Issuer-Represented General Free Writing Prospectus. The term Issuer-Represented Limited-Use Free Writing Prospectus also includes any “bona fide electronic road show,” as defined in Rule 433 under the Securities Act, that is made available without restriction pursuant to Rule 433(d)(8)(ii), even though not required to be filed with the Commission.