Rule 506(d) Related Party definition

Rule 506(d) Related Party means, with respect to any Person, any other Person that is a beneficial owner of such first Person’s securities for purposes of Rule 506(d) under the Securities Act.

Rule 506(d) Related Party means a person or entity covered by the “Bad Actor disqualification” provision of Rule 506(d) of the Securities Act.

Rule 506(d) Related Party has the meaning set forth in Section 3.9.

Examples of Rule 506(d) Related Party in a sentence

• For purposes of this Agreement, "Rule 506(d) Related Party" shall mean a person or entity that is a beneficial owner of the Investor's securities for purposes of Rule 506(d) of the Securities Act of 1933.

• For purposes of this Agreement, "Rule 506(d) Related Party" shall mean a person or entity covered by the "Bad Actor disqualification" provision of Rule 506(d) of the Securities Act.

• For purposes of this Section 7(h), "Rule 506(d) Related Party" shall mean a person or entity that is a direct beneficial owner of the Investor's securities for purposes of Rule 506(d) under the Securities Act.

• The Investor represents, after reasonable inquiry, that no Disqualification Event is applicable to the Investor or any Rule 506(d) Related Party (if any), except a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) applies.

More Definitions of Rule 506(d) Related Party

Rule 506(d) Related Party shall have the meaning set forth in Section 10.22.

Rule 506(d) Related Party means (x) any beneficial owner of 20% or more of the issuer’s outstanding voting equity securities, calculated on the basis of voting power, or (y) a person or entity that, directly or indirectly, has or shares, or is deemed to have or share, voting or dispositive power with respect to the securities of the Company owned by Purchaser.

Rule 506(d) Related Party means, with respect to any person, any other person that is a beneficial owner of such first person’s securities for purposes of Rule 506(d) under the Act. Each Investor that is a Company Covered Person represents and warrants to the Company that it is not subject to any Disqualification Event, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) of the Act is applicable. Each Party with the right to designate or participate in the designation of a director pursuant to this Agreement represents that such Party has exercised reasonable care to determine whether any Disqualification Event is applicable to such Party, any director designee designated by such Party pursuant to this Agreement or any of such Party’s Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) of the Act is applicable. Each Party with the right to designate or participate in the designation of a director pursuant to this Agreement represents that no Disqualification Event is applicable to such Party, to such Party’s knowledge any Board member designated by such Party pursuant to this Agreement or, to such Party’s knowledge any of such Party’s Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) of the Act is applicable. The Company has exercised reasonable care to determine whether any Company Covered Person is subject to any of the “bad actor” Disqualification Events described in Rule 506(d)(1)(i) through (viii), as modified by Rules 506(d)(2) and (d)(3), under the Act. To the Company’s knowledge, no Company Covered Person is subject to a Disqualification Event except for a Disqualification Event as to which Rule 506(d)(2)(ii—iv) or (d)(3) of the Act is applicable. The Company has complied, to the extent required, with any disclosure obligations under Rule 506(e) under the Act. Each Party with the right to designate or participate in the designation of a director pursuant to this Agreement covenants and agrees (i) not to designate or participate in the designation of any director designee who, to such Party’s knowledge, is a Disqualified Designee, (ii) to exercise reasonable care to determine at the time of designation whether any director designee designated by such Party is a Disqualified Designee, and (iii) that in the event such Party becomes aware that any individual previously de...

Rule 506(d) Related Party means a person or entity that is a beneficial owner of the Purchaser’s securities for purposes of Rule 506(d) of the Securities Act. (m) Such Purchaser did not learn of the investment in the Shares as a result of any general solicitation or general advertising.

Rule 506(d) Related Party means a person or entity covered by the “Bad Actor disqualification” provision of Rule 506(d) of the Securities Act. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

Rule 506(d) Related Party shall have the meaning ascribed to such term in Section 4.2.

Rule 506(d) Related Party shall have the meaning set forth in Section 2(d)(iii). “Sale Notice” shall have the meaning set forth in Section 4(a).