Confirmed Accredited Investor definition

Confirmed Accredited Investor means a Stockholder (a) that has duly completed and delivered to Parent an Accredited Investor Questionnaire confirming its status as an Accredited Investor and (b) as to which no information has come to the attention of Parent that would reasonably cause Parent to believe that such Stockholder is not an Accredited Investor immediately prior to the date of payment of the Per Common Share Closing Merger Consideration.
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Confirmed Accredited Investor means an Equity Holder (a) that has submitted to the Company on or prior to the date that is at least three Business Days prior to the Closing Date a questionnaire confirming his, her or its status as an Accredited Investor, and (b) as to which no information has come to the attention of Buyer that would reasonably cause Buyer to believe that such holder is not an Accredited Investor.
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Confirmed Accredited Investor means a Seller (a) that has submitted to Purchaser on or prior to the date that is at least three (3) Business Days prior to the Closing Date (i) a questionnaire confirming his, her or its status as an Accredited Investor as of the date hereof, and, (ii) if Seller is relying on sections 708(8)(c) or 708(8)(d) of the Corporations Act, a certificate from a qualified accountant dated no more than six (6) months before the date of this Agreement that Seller has (A) net assets of at least AU$2,500,000, or (B) gross income for each of the last two financial years of at least AU$250,000, and (b) as to which no information has come to the attention of Purchaser or Parent that would reasonably cause Purchaser or Parent to believe that such Seller is not an Accredited Investor.
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Examples of Confirmed Accredited Investor in a sentence

  • Notwithstanding anything in this Agreement to the contrary, Buyer shall not be obligated to issue shares of Buyer Stock to any Equity Holder that is not a Confirmed Accredited Investor.

  • The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Ohio and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.

  • Each such person who is not a Confirmed Accredited Investor shall have, either alone or with the Shareholder Representative (in his capacity as “the purchaser representative” (as defined in Rule 501(i) of Regulation D under the Securities Act)), such knowledge and experience in business and financial matters that such person is capable of evaluating the merits of the risks of the Parent Common Stock.

  • Notwithstanding anything in this Agreement to the contrary, except for shares issued to any Optionholder that is an employee of a Group Company as of the First Effective Time in respect of vested Company Options and shares issuable upon exercise of Substitute Options, Parent shall not be obligated to issue shares of Parent Stock to any Stockholder that is not a Confirmed Accredited Investor (each, a “Non-Accredited Stockholder”).

  • Notwithstanding anything in this Agreement to the contrary, Parent shall not be obligated to issue Parent Ordinary Shares to any Company Stockholder that is not (a) a Confirmed Accredited Investor or (b) a Regulation S Investor.

  • With respect to any Confirmed Accredited Investor that has submitted to the Paying Agent a completed Accredited Investor Questionnaire and a completed Letter of Transmittal between four (4) Business Days prior to the Closing Date and 270 days after the Closing Date, promptly after receipt of such documents, Parent shall issue and deliver to such Confirmed Accredited Investor that number of shares of Parent Stock payable to such Stockholder as part of the Per Share Consideration.

  • In executing any amended or supplemental indenture, the Trustee shall receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Supplemental Indenture.

  • Reductions will apply as follows: For age between years and years with years of credited service, the pension will be reduced at the rate of per year from sixty (60) years of age.

  • Payment of any cash to which a Seller is entitled shall be made by Purchaser to the account or accounts designated in writing by the Seller Representative for that Seller; and the Contingent Stock Consideration shall be recorded in book-entry form in the name of each Seller that is a Confirmed Accredited Investor with Parent’s transfer agent, American Stock Transfer & Trust Company, in each case, in an amount equal to that Seller’s Pro Rata Share of the Contingent Payment.


More Definitions of Confirmed Accredited Investor

Confirmed Accredited Investor means a Shareholder or Option Holder (a) who has completed after the date of execution of this Agreement the Letter of Transmittal or such other documents reasonably requested by Parent, confirming its status as an Accredited Investor, and which Letter of Transmittal or such other documents reasonably requested by Parent has been delivered to Paying Agent and Parent and (b) as to which no information has come to the attention of Parent that would reasonably cause Parent to believe that such Shareholder or Option Holder is not an Accredited Investor prior to the date of payment of the Per Share Closing Merger Consideration or Per Share Earn-Out Payment (as applicable) to such Shareholder or Option Holder.
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Confirmed Accredited Investor means a holder of Company Common Stock (a) that has submitted to the Company after the date of execution of this Agreement and on or prior to the date that is at least ten (10) Business Days prior to the Closing Date a questionnaire confirming its status as an Accredited Investor, and (b) as to which no information has come to the attention of LEC that would reasonably cause LEC to believe that such holder is not an Accredited Investor.
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Related to Confirmed Accredited Investor

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

  • 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 that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

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

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

  • 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).

  • 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.

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

  • 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.

  • 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 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 to the Pooling and Servicing Agreement, dated as of November 1, 2004, among Structured Asset Mortgage Investments II Inc., Xxxxx Fargo Bank, N.A., EMC Mortgage Corporation and U.S. Bank National Association, 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, 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 holding of a Privately Offered Certificate and the servicing, management and operation of the Trust and its assets: (I) will not result in any prohibited transaction which is not covered under a prohibited transaction exemption, including, but not limited to, Prohibited Transaction Exemption ("PTE") 84-14, XXX 00-00, XXX 00-0, XXX 00-00, XXX 00-00 and (II) will not give rise to any additional obligations on the part of the Depositor, the Master Servicer, the Securities Administrator or the Trustee or (iii) has attached hereto the opinion specified in Section 5.07 of the Agreement. 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 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;

  • 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.

  • 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.

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

  • Designated Investor means an Investor (a) that has been approved in writing as a Designated Investor by Administrative Agent and the Required Lenders, in their sole discretion, and (b) in respect of which there has been delivered to Administrative Agent:

  • 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;

  • Institutional Investor means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than 5% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.

  • Qualified Investor means any person, who invests a minimum amount of R1 million per hedge fund and who:

  • Qualified instructor means individuals whose training and experience adequately prepare them to carry out specified training assignments. Interpreting physicians, radiologic technologists, or medical physicists who meet the requirements of 41.6(3) would be considered qualified instructors in their respective areas of mammography. Radiological technologists who meet the requirements of 41.6(3) and have passed a state-approved mammography examination such as the examination given by the American Registry of Radiography Technologists would be considered qualified instructors in their respective areas of mammography. The examination would include, but not necessarily be limited to: breast anatomy and physiology, positioning and compression, quality assurance/quality control techniques, and imaging of patients with breast implants. Other examples of individuals who may be qualified instructors for the purpose of providing training to meet the regulations of this chapter include, but are not limited to, instructors in a post-high school training institution and manufacturers’ representatives.

  • NATA accredited means in relation to the analysis of a sample that the laboratory is NATA accredited for the specified analysis at the time of the analysis;

  • Approved Investor means any institution which has made a Takeout Commitment and has been approved by Buyer and not subsequently disapproved by Buyer.

  • Qualified Institutional Lender means each of the Initial Note Holders and any other U.S. Person that is:

  • qualified institutional buyer" as defined in Rule 144A.

  • Rule 144A Letter As defined in Section 5.02(b).

  • U.S. Person means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.