Accredited Stockholder definition

Accredited Stockholder means a Company Stockholder, a Company Warrantholder, a Company RSU Holder or a Company Vested Optionholder that is a Non-Continuing Employee and 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).

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

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

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.
Each Member receiving Parent Common Stock will be, at the time of issuance of any Parent Common Stock pursuant to this Agreement, (a) an Accredited Stockholder; (b) not a resident of, or domiciled in, Canada, and (c) acquiring the Parent Common Stock pursuant to this Agreement for its own account with the present intention of holding the Parent Common Stock for purposes of investment.
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.
Holders of securities of the Original Stockholder who are accredited investors shall be entitled to form a limited liability company or corporation for the purpose of acquiring New Securities pursuant to this Section 2 (the “Original Stockholder Investment Entity”), in which case such entity shall be considered an Accredited Stockholder entitled to rights of an Accredited Stockholder pursuant to this Section 2.
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.

More Definitions of Accredited Stockholder

Accredited Stockholder means a Company Stockholder who is an Accredited Investor at the Effective Time.

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.

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 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 any Stockholder that is an “accredited investor” for purposes of the Securities Act, each of whom shall have executed and delivered to Parent an accredited investor questionnaire, in the form attached hereto as Exhibit C.

Accredited Stockholder means a Company Stockholder or Company Optionholder who either (a) has completed and delivered to the Company and Parent prior to the Closing Date duly executed Accredited Investor Questionnaire, 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 Accredited Investor Questionnaire, any Company Stockholder or Company Optionholder may be deemed an “Unaccredited Stockholder” for purposes of this Agreement if Parent reasonably determines, that such Company Stockholder or Company Optionholder is not an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act)) 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 Stockholder that has certified to the Company in writing, not more than thirty (30) days prior to the Closing Date, that such Stockholder is an “accredited investor” as defined in Securities Act Rule 501(a) promulgated pursuant to the Securities Act.