Qualified Purchasers as defined under Section 2(a)(51) of the 1940 Act, as amended; and
Qualified Purchasers as defined in Section 2(a)(51)(A) of the 1940 Act and related rules. Under the rules, the Issuer must have a “reasonable belief” that all holders of its outstanding securities that are “U.S. persons” (as defined in Regulation S), including transferees, are Qualified Purchasers. Consequently, all sales and resales of the Securities in the United States or to “U.S. persons” (as defined in Regulation S) must be made solely to purchasers that are Qualified Purchasers. Each purchaser of a Security in the United States who is a “U.S. person” (as defined in Regulation S) (such Security a “Restricted Security”) will be deemed (or required, as the case may be) to represent at the time of purchase that: (i) the purchaser is a Qualified Purchaser who is a qualified institutional buyer as defined in Rule 144A under the Securities Act (“QIB”); (ii) the purchaser is acting for its own account or the account of another Qualified Purchaser and QIB; (iii) the purchaser is not formed for the purpose of investing in the Issuer (unless each beneficial owner of the purchaser is a Qualified Purchaser); (iv) the purchaser, and each account for which it is purchasing, will hold and transfer at least the minimum denominations of the Securities specified in the Transaction Documents; (v) the purchaser understands that the Issuer may receive a list of participants holding positions in securities from one or more book-entry depositories; and (vi) the purchaser will provide written notice of the foregoing, and of any applicable restrictions on transfer, to any subsequent transferees. The Restricted Securities may only be transferred to another Qualified Purchaser and QIB and all subsequent transferees are deemed to have made representations (i) through (vi) above.” “The Issuer directs that the recipient of this notice, and any recipient of a copy of this notice, to provide a copy to any Person having an interest in this Security as indicated on the books of DTC or on the books of a participant in DTC or on the books of an indirect participant for which such participant in DTC acts as agent.” “The Transaction Documents provide that if, notwithstanding the restrictions on transfer contained therein, the Issuer determines that any holder of, or beneficial owner of an interest in a Restricted Security is a “U.S. person” (as defined in Regulation S) who is determined not to have been a Qualified Purchaser at the time of acquisition of such Restricted Security, or beneficial interest therei...
Qualified Purchasers include: (i) “accredited investors” under Rule 501(a) of Regulation D; and (ii) all other non-accredited Investors so long as their investment in the Membership Interests does not represent more than Ten Percent (10%) of the greater of the Investor’s, alone or together with a spouse, annual income or net worth (excluding the value of the Investor’s primary residence and any loans secured by the residence (up to the value of the residence)), or Ten Percent (10% ) of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons).
Examples of Qualified Purchasers in a sentence
Under the rules, the Issuer must have a “reasonable belief” that all holders of its outstanding securities, including transferees, are Qualified Purchasers.
Consequently, all sales and resales of the Notes must be made solely to purchasers that are Qualified Purchasers.
Purchase of the Subject Property is limited to Qualified Purchasers and their Spouses.
Under the rules, the Issuer must have a “reasonable belief” that all holders of its outstanding securities that are “U.S. persons” (as defined in Regulation S), including transferees, are Qualified Purchasers.
In the event that any Qualified Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Qualified Purchasers in accordance with Section 3.1(a).
More Definitions of Qualified Purchasers
Qualified Purchasers means persons and operating units privileged under this chapter to purchase power developed on the main stream of the Colorado river.
Qualified Purchasers. (1) a natural person who owns at least $5 million in investments; (2) a family investment vehicle that owns at least $5 million in investments; (3) a trust whose trustees and settlers are qualified persons, provided that the trust was not formed for the purpose of investing in the Section 3(c)(7) company; and (4) any other person who owns and invests on a discretionary basis, for itself or other qualified purchasers, at least $25 million in "investments." In order to preserve their right to rely on Section 3(c)(7) of the 1940 Act, the Insurance Companies require, and the Distributor shall require, through any Sales Agreements entered into pursuant to Section 2(b) of this Agreement that each Broker-Dealer require each prospective purchaser to represent and warrant (in response to a questionnaire) that it owns sufficient "investment securities" (as defined in Rule 2a 51-1 under the 0000 Xxx) to meet the financial requirements and otherwise meet the requirements of the appropriate definition of "qualified purchaser" in Section 2(a)(51) of the 1940 Act. In addition, if the Private Placement will be used by a corporation to assist it in funding its obligation to employees under a non-funded deferred compensation plan, the Insurance Companies therefore, will impose certain additional conditions on the purchase and will request additional information from the purchaser in order to insure compliance with Section 3(c)(7). These additional requirements also are designed to insure that the employer is and remains the sole beneficial owner of the Private Placement for purposes of the 1940 Act. SECTION 3(c)(1)
Qualified Purchasers has the meaning ascribed to such term in Section 6.1(c)(ii).
Qualified Purchasers as defined under Section 2(a)(51) of the Investment Company Act; and
Qualified Purchasers as defined under Section 2(a)(51) of the 1940 Act, as amended; and (D) a statement on the “Disclaimer” page for the Global Notes that the Notes will not be and have not been registered under the Securities Act of 1933, as amended, that the Issuer has not been registered under the 1940 Act, as amended, and that the Global Notes may only be offered or sold in accordance with Section 3(c)(7) of the 1940 Act, as amended. (ii)
Qualified Purchasers include (i) “accredited investors” as defined under Rule 501(a) of Regulation D promulgated under the Securities Act (described below) and (ii) all other investors so long as their investment in our Shares does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons).
Qualified Purchasers include: “accredited investors” under Rule 501(a) of Regulation D; and all other investors so long as their Commitment does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year- end (for non-natural persons). For purposes of determining whether a potential investor is a “qualified purchaser”, annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an investor’s home. The Company reserves the right to reject any investor’s subscription in whole or in part for any reason, including if the Company determines in its sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A. Further information is available in the “State Law Exemption and Purchase Restrictions” of the Offering Circular.