Accredited Investor Representations definition

Accredited Investor Representations has the meaning ascribed to it in Section 3.30.
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Accredited Investor Representations means the representations from the Investor that it is (i) an “accredited investor” (as such term is defined in NI 45- 106) and, specifically, is a person, other than an individual or investment fund, that has net assets of at least CDN$5,000,000 as shown on its most recently prepared financial statements; and (ii) acquiring Securities as principal for its own account;
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Examples of Accredited Investor Representations in a sentence

  • LPF Communications By: /s/ Xxxxxxxx XxXxxxxx By: /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx, Director Name (print): Xxxxxxxx XxXxxxxx Title: Chief Executive Officer 000 Xxxxxx Xxxxxx #320 Newark, NJ 07103 Accredited Investor Representations The undersigned Consultant hereby represents and warrants to Arkados, Inc.

  • Accredited Investor Representations - The Subscriber represents and warrants that the Subscriber is an "accredited investor" as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, and the following description is applicable.

  • Except in respect of breaches of the representations, warranties and covenants contained in Section 5(B) (Accredited Investor Representations), the indemnities provided for in this Article 11 shall be the sole and exclusive remedies of the Indemnified Parties under this Agreement.

  • Entire Agreement 23 Annexes and Exhibits Annex I Accredited Investor Representations Annex II Transfer Restrictions Exhibit A Form of Restricted Stock Award Agreement Exhibit B Form of Release SEVERANCE AGREEMENT This SEVERANCE AGREEMENT (this “Agreement”) dated as of October 23, 2009, is made by and between COBALT INTERNATIONAL ENERGY, INC., a Delaware corporation (the “Company”), and Xxxxxx X.

  • Entire Agreement 23 Annexes and Exhibits Annex I Accredited Investor Representations Annex II Transfer Restrictions Exhibit A Form of Restricted Stock Award Agreement — Class C Interests Exhibit B Form of Restricted Stock Award Agreement — Class D Interests Exhibit C Form of Release SEVERANCE AGREEMENT This SEVERANCE AGREEMENT (this “Agreement”) dated as of October 23, 2009, is made by and between COBALT INTERNATIONAL ENERGY, INC., a Delaware corporation (the “Company”), and Xxxx X.

  • LPF Communications By: /s/ T.XxXxxxxx By: /s/ Wxxxxxx Xxxxxxx Wxxxxxx Xxxxxxx, Director Name (print): T.XxXxxxxx Title: CEO 200 Xxxxxx Xxxxxx #320 Newark, NJ 07103 Accredited Investor Representations The undersigned Consultant hereby represents and warrants to Arkados, Inc.

Related to Accredited Investor Representations

  • U.S. Accredited Investor means an “accredited investor” within the meaning of Rule 501(a) of Regulation D;

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

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

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

  • Institutional Accredited Investors Institutions that are “accredited investors” within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Act or any entity all of the equity owners of which are such institutions.

  • Accredited Investors should complete this Section

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

  • Qualified Institutional Buyers as defined in Rule 144A. It is aware that the sale of the Privately Offered Certificates is being made in reliance on its continued compliance with Rule 144A. It is aware that the transferor may rely on the exemption from the provisions of Section 5 of the Act provided by Rule 144A. The undersigned understands that the Privately Offered Certificates may be resold, pledged or transferred only to (i) a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance in Rule 144A, or (ii) an institutional "accredited investor," as such term is defined under Rule 501(a) of the Act, in a transaction that otherwise does not constitute a public offering. The undersigned agrees that if at some future time it wishes to dispose of or exchange any of the Privately Offered Certificates, it will not transfer or exchange any of the Privately Offered Certificates to a Qualified Institutional Buyer without first obtaining a Rule 144A and Related Matters Certificate in the form hereof from the transferee and delivering such certificate to the addressees hereof. Prior to making any transfer of Privately Offered Certificates, if the proposed transferee is an institutional "accredited investor," the transferor shall obtain from the transferee and deliver to the addressees hereof an Investment Letter in the form attached as Exhibit F-1 to the Pooling and Servicing Agreement, dated as of December 1, 2004, among Structured Asset Mortgage Investments II Inc., EMC Mortgage Corporation, Xxxxx Fargo Bank, National Association and JPMorgan Chase Bank, N.A., as Trustee, pursuant to Certificates were issued. The undersigned certifies that it either: (i) is not acquiring the Privately Offered Certificate directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, and/or Section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) is providing a representation or an opinion of counsel to the effect that the proposed transfer and/or holding of a Privately Offered Certificate and the servicing, management and/or operation of the Trust and its assets: (I) will not result in any prohibited transaction unless it is covered under an individual or class prohibited transaction exemption, including, but not limited to, Class Prohibited Transaction Exemption ("PTCE") 84-14, XXXX 00-00, XXXX 00-0, XXXX 95-60, PTCE 96-23 or Section 401(c) of ERISA and the regulations to be promulgated thereunder; (II) will not constitute or result in the assets of the Trust being deemed to be "plan assets" subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code; and (III) will not give rise to any additional fiduciary duties on the part of the Depositor, the Master Servicer, the Certificate Registrar, the Securities Administrator, any Servicer or the Trustee. If the Purchaser proposes that its Certificates be registered in the name of a nominee on its behalf, the Purchaser has identified such nominee below, and has caused such nominee to complete the Nominee Acknowledgment at the end of this letter. Name of Nominee (if any):

  • Accredited means approved by the:

  • Qualified Institutional Buyer means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

  • Investment Representation Letter As defined in Section 5.02(b).

  • Prohibited Investor means a person or entity whose name appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to the Fund in connection therewith;

  • Eligible Representations means those representations identified within the “Tests” included in Schedule B.

  • Sophisticated Investor means a Customer who has successfully declared themselves as a sophisticated investor, which term is as defined in the ”Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework” issued by the Securities Commission Malaysia or the glossary section of the information memorandum of the relevant fund. Only sophisticated investor may invest in a Wholesale Fund.

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

  • 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;

  • Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.

  • Accredited institution means an institution of higher education accredited by a regional accrediting agency recognized by the United States Department of Education.

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • accredited representative means an individual whose name is included on the Police Station Register and who is accredited by a body recognised by us as competent to grant such accreditation;

  • Representation Letters means the statements of facts and representations, officer’s certificates, representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS or other Tax Authority) delivered by EQT, SpinCo or any of their respective Affiliates or representatives in connection with the rendering by Tax Advisors, and/or the issuance by the IRS or other Tax Authority, of the Tax Opinions/Rulings.

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Qualified Institutional Investor (tekikaku kikan xxxxxxx) has the meaning assigned thereto in Article 2, Paragraph 3, item 1 of the Financial Instruments and Exchange Law (kinyu shohin torihiki ho) of Japan (Law No. 25 of 1948), Article 10, Paragraph 1 of the regulations relating to the definitions contained in such Article 2.

  • Rule 501 means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

  • Additional Representation has the meaning specified in Section 3.