Bad Actor Disqualification definition

Bad Actor Disqualification means any “bad actor” disqualification described in Rule 506(d)(1)(i) through (viii) under the Securities Act.
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Bad Actor Disqualification means any “bad actor” disqualification described in Rule 506(d)(1) through (viii) under the
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Bad Actor Disqualification means any disqualification set forth in Rule 506(d) of Regulation D;
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Examples of Bad Actor Disqualification in a sentence

  • The Purchaser will promptly notify the Company in writing if the Purchaser or, to the Purchaser’s knowledge, any person specified in Rule 506(d)(1) under the Securities Act becomes subject to any Bad Actor Disqualification.

  • In order to confirm that the Company remains eligible to rely on Rule 506 and to comply with the related disclosure requirements, each director, executive officer, general partner or managing member of the company, or beneficial owner of 20% or more of the company’s outstanding voting equity securities, is required to complete and execute this Bad Actor Disqualification Questionnaire (this “Questionnaire”).

  • A form of Rule 506 Bad Actor Disqualification Questionnaire is attached hereto as Exhibit F.

  • A form of Rule 506 Bad Actor Disqualification Questionnaire is attached hereto as Exhibit E.

  • Each Holder will promptly notify the Company in writing if the Holder or, to the Holder’s knowledge, any Person specified in Rule 506(d)(1) under the Securities Act becomes subject to any Bad Actor Disqualification.

  • Bad Actor Disqualification Provisions The disqualification provisions ofRegulation A and Regulation Crowdfunding currently differ from the disqualification provisions in Rule 506(d) in defining the lookback period for the disqualification event through the time of the filing, rather than through the time of sale.

  • Chart—Comparison of Felon and Other Bad Actor Disqualification Under Current Rule 262, Dodd-Frank Act Section 926 and Proposed Rule 506(c) exemption, accounting for an estimated 90–95% of all Regulation D offerings 8 and the overwhelming majority of capital raised in transactions under Regulation D.

  • During a Type II international window, a maximum of two matches may be played by each representative team, irrespective of whether these matches are qualifying matches for an international tournament or friendlies.

  • On July 10, 2013, the SEC adopted new rules (the "Bad Actor Disqualification Rule") disqualifying issuers from offering securities involving specified felons and "Bad Actors" from relying on the safe harbor exemption for limited private offerings under Rule 506 ofSemper Capital Management, LP Code of Ethics Regulation D, Section 4(a)(2) of the Securities Act.

  • Additional Guidance Regarding the Bad Actor Disqualification ProvisionsThe Staff provided additional guidance on the application of the rule through various CDIs, including those issued on November 13, 2013, December 4, 2013,January 3, 2014, and January 23, 2014.139 F.

Related to Bad Actor Disqualification

  • MREL Disqualification Event means that, at any time, all or part of the outstanding nominal amount of Securities is or will be excluded fully or partially from the eligible liabilities available to meet the MREL Requirements provided that: (a) the exclusion of a Series of such Securities from the MREL Requirements due to the remaining maturity of such Securities being less than any period prescribed thereunder, does not constitute a MREL Disqualification Event; (b) the exclusion of all or some of a Series of Securities due to there being insufficient headroom for such Securities within a prescribed exception to the otherwise applicable general requirements for eligible liabilities does not constitute a MREL Disqualification Event; and (c) the exclusion of all or some of a Series of Securities as a result of such Securities being purchased by or on behalf of the Issuer or as a result of a purchase which is funded directly or indirectly by the Issuer, does not constitute a MREL Disqualification Event.

  • Disqualification means the Athlete’s results in a particular Competition or Event are invalidated, with all resulting Consequences including forfeiture of any medals, points and prizes;

  • Disqualified Person has the meaning assigned to such term in Section 9.05(f)(ii).

  • Qualifying exigency means a situation where the eligible employee seeks leave for one or more of the following reasons:

  • Prohibited Transaction has the meaning set forth in ERISA Section 406 and Code Section 4975.

  • Disqualified Equity Interests means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 180 days after the Maturity Date.

  • Disqualified Equity Interest means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition: