Accredited Stockholder means a Member that, as of the applicable time of issuance of any Parent Common Stock pursuant to this Agreement: (a) with respect to a Member that is (i) a natural person, is a citizen or permanent resident of the United States and is a “person or company outside Canada” (as such term is interpreted pursuant to Alberta Securities Commission Rule 72-501 – Distributions to Purchasers Outside Alberta), and (ii) with respect to a Member that is not a natural person, is organized under the laws of a state of the United States and is a “person or company outside Canada” (as such term is interpreted pursuant to Alberta Securities Commission Rule 72-501 – Distributions to Purchasers Outside Alberta), and (b) is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act.

Accredited Stockholder shall have the meaning set forth in Section 2(a).

Accredited Stockholder means (i) a Converting Holder who has completed and delivered an Investor Representation Letter indicating his/her/its status as an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act or (ii) is determined by Acquirer in its reasonable discretion to be an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act.

Examples of Accredited Stockholder in a sentence

Each Accredited Stockholder as of the Closing Date shall be eligible to receive his or her pro rata share of Contingent Consideration in a combination of Clarant Common Stock and cash.
The Company shall promptly notify each electing Accredited Stockholder in writing of each notice of election received from other Accredited Stockholders pursuant to this Section 2(a).
As a condition to each Company Preferred Stockholder’s receipt of its Allocable Portion of the Closing Merger Consideration and any Contingent Consideration due hereunder, each such Company Preferred Stockholder will be required to complete the accredited investor questionnaire attached to the Letter of Transmittal certifying as to their status as an Accredited Stockholder.
Any Accredited Stockholder desiring to sell Shares pursuant to the Green Shoe must execute the underwriting agreement relating to the IPO and otherwise comply with customary procedures for selling shareholders.
Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of Parent Common Stock shall be issued to any Accredited Stockholder in connection with the Merger and the Parent Stock Issuance and any such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a holder of shares of Parent Common Stock.

More Definitions of Accredited Stockholder

Accredited Stockholder means a holder of Company Stock who either (i) has completed and delivered to the Company or Parent prior to the Surrender and Election Deadline a Lock-Up and Investment Representation Letter representing, among other things, that such holder is an “accredited investor” as set forth therein (for avoidance of doubt, subject to clause (ii), any holder of Company Stock who has not completed and delivered such Lock-Up and Investment Representation Letter prior to the Surrender and Election Deadline shall be deemed to be an Unaccredited Stockholder for purposes of this Agreement) or (ii) is determined by Parent in its reasonable discretion to be an “accredited investor” as such term is defined in Rule 501 under the 1933 Act.

Accredited Stockholder means a Stockholder who (a) completes and duly executes and delivers to the Company or Parent an Accredited Investor Certification no later than five (5) Business Days prior to the Effective Time or (b) whom Parent reasonably believes, in the exercise of its sole discretion based on information available to it, is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

Accredited Stockholder means a Company Stockholder or the Company Warrantholder who either (a) has completed and delivered to the Company and Parent prior to the Closing Date (i) duly executed Suitability Documentation, in form and substance reasonably satisfactory to Parent, certifying that such Company Stockholder is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act) (provided that notwithstanding the delivery of any such Suitability Documentation, any Company Stockholder may be deemed an “Unaccredited Stockholder” for purposes of this Agreement if Parent reasonably determines, that such Company Stockholder is not an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act)) and (ii) with respect to a Company Stockholder, a duly executed Joinder Agreement in accordance with the following sentence or (b) is determined by Parent, prior to the Closing, in its reasonable discretion and after notice to the Company, to be an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act). Parent shall notify the Company of any such determination under clause (a) or (b) no later than three Business Days prior to the Closing Date and the Allocation Schedule will reflect such determination.

Accredited Stockholder means a Company Stockholder or Company Warrantholder who either (a) has completed and delivered to the Company and Parent prior to the Closing Date duly executed Suitability Documentation, in form and substance reasonably satisfactory to Parent, certifying that such Company Seller is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act) or (b) is determined by Parent in its sole discretion to be an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act).

Accredited Stockholder means a Company Stockholder, a Company Warrantholder or a Company Vested Optionholder who either (a) has completed and delivered to the Company and Parent prior to the Closing Date duly executed Suitability Documentation, in form and substance reasonably satisfactory to Parent, certifying that such Company Stockholder is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act) or (b) is determined by Parent in good faith to be an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act).

Accredited Stockholder means a Stockholder (as hereinafter defined) who has delivered a duly executed and completed Investment Representation Letter in the form of Exhibit B hereto indicating, to the reasonable satisfaction of the Buyer (which satisfaction shall be evidenced by the Buyer’s execution of a counterpart signature page to each such Investment Representation Letter), that such Stockholder is an “accredited investor” as that term is defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).