Common use of Private Placement Clause in Contracts

Private Placement. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 61 contracts

Samples: Securities Assignment Agreement (Ambipar Emergency Response), AXIOS Sustainable Growth Acquisition Corp, AXIOS Sustainable Growth Acquisition Corp

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Private Placement. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section Rule 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 28 contracts

Samples: Securities Assignment Agreement (GP-Act III Acquisition Corp.), Securities Assignment Agreement (GP-Act III Acquisition Corp.), Contribution Agreement (GP-Act III Acquisition Corp.)

Private Placement. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section Rule 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 9 contracts

Samples: Securities Subscription Agreement (Games & Esports Experience Acquisition Corp.), Bullpen Parlay Acquisition Co, Blue Ocean Acquisition Corp

Private Placement. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 4 contracts

Samples: Social Capital Suvretta Holdings Corp. IV, Social Capital Suvretta Holdings Corp. III, Social Capital Suvretta Holdings Corp. II

Private Placement. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), ) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 4 contracts

Samples: Aimfinity Investment Corp. I, Denali Capital Acquisition Corp., Denali Capital Acquisition Corp.

Private Placement. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

Appears in 3 contracts

Samples: Gefen Landa Acquisition Corp., CC Neuberger Principal Holdings III, CC Neuberger Principal Holdings II

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Private Placement. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 3 contracts

Samples: Heartland Media Acquisition Corp., Insight Acquisition Corp. /DE, Lerer Hippeau Acquisition Corp.

Private Placement. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 2 contracts

Samples: Capitalworks Emerging Markets Acquisition Corp, Coliseum Acquisition Corp.

Private Placement. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), ) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

Appears in 1 contract

Samples: Aurora Acquisition Corp.

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