Accredited Investor Exemption Sample Clauses

Accredited Investor Exemption. The Consultant is acquiring the Shares as principal for its own account for investment purposes only, not for the benefit of another person and not with a view to the resale or distribution of all or any of the Shares and it is an accredited investor, in which case the Consultant must complete and include Schedule "A" attached hereto;
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Accredited Investor Exemption. (i) The Subscriber is an “Accredited Investor” and the Subscriber has properly completed and duly executed the Accredited Investor Certificate attached to this Subscription Agreement as Schedule A indicating the means by which the Subscriber is an Accredited Investor and confirms the truth and accuracy of all statements made by the Subscriber in such certificate; and
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Accredited Investor Exemption. Each of the Sellers acknowledges its understanding that the offering and sale of the ITI Common Stock in connection with the Merger is intended to be exempt from registration under the Securities Act of 1933, as amended, by virtue of Section 4(2) of such Act and the provisions of Regulation D thereunder. Each of the Sellers is an "Accredited Investor" as that term is defined under such Regulation D under such Act.
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Accredited Investor Exemption. SBICOA represents and warrants that all of the shareholders of SBICOA entitled to vote on the plan of share exchange, and to receive shares of MEGA in the exchange, described herein are residents of Virginia, are "accredited investors," as that term is defined in 17 CFR 230.501(a), have sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment, and are able to bear the economic risks of the prospective investment. MEGA represents and warrants that all of the requirements of Virginia Code, Section 13.1-514B.19 and 21VAC5-40-140 incumbent on it to permit the MEGA Common Stock to be issued in the exchange to be offered and sold in reliance upon the accredited investor exemption from registration under the Virginia Securities Act are and will be met, satisfied, and discharged. Without limiting the generality of the foregoing, MEGA represents and warrants that it is not an issuer that is in the development stage that either has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person, and neither MEGA, nor any of MEGA's predecessors, nor any affiliated issuer, nor any MEGA's directors, officers, or beneficial owners of 10% or more of any class of its equity securities, nor any of MEGA's promoters presently connected with it in any capacity, nor any underwriter of the securities to be offered, nor any partner, director, or officer of such underwriter:
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Accredited Investor Exemption. (a) the Purchaser (or its disclosed principal) is a British Columbia, Alberta or Ontario resident, has completed the attached Accredited Investor Certificate and: [Initial the applicable box] ❑ (i) is an "accredited investor" and is purchasing the securities as principal, for its own account and not for the benefit of any other person, and is purchasing for investment only and not with a view to resale or distribution and no other person, company, firm or other organization has a beneficial interest in the said securities being purchased;
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Accredited Investor Exemption. (c) The Purchaser is purchasing the Shares as an accredited investor (as defined by National Instrument 45 106 under Canadian securities laws), a duly completed and executed copy of the Accredited Investor Confirmation in the form attached hereto as Schedule “D1” and for accredited investors that are individuals, Schedule “D2” – Form 45-106F9. If a purchaser of the Shares is an accredited investor who beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds CDN$5,000,000, the purchaser is not required to complete Schedule “D2” - NOTE: “individual” refers to a natural person.
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Related to Accredited Investor Exemption

  • Accredited Investor The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

  • Accredited Investor Status The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

  • Accredited Investors Each of the Consultants represents and warrants that, by reason of income, net assets, education, background and business acumen, the Consultants have the experience and knowledge to evaluate the risks and merits attendant to an investment in shares of common stock of Xxxxxxxx, either singly or through the aid and assistance of a competent professional, and are fully capable of bearing the economic risk of loss of the total investment of services; further, they are "accredited investors" as that term is defined under the 1933 Act or the rules and regulations promulgated thereunder.

  • Qualified Institutional Buyer Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that it is a "qualified institutional buyer" within the meaning of Rule 144A under the 1933 Act (a "Qualified Institutional Buyer") and an "accredited investor" within the meaning of Rule 501(a) under the 1933 Act (an "Accredited Investor").

  • ACCREDITED INVESTOR QUESTIONNAIRE In order for the Company to offer and sell the Securities in conformance with state and federal securities laws, the following information must be obtained regarding your investor status. Please initial each category applicable to you as a Purchaser of Securities of the Company.

  • Regulation S Exemption The undersigned understands that the Shares are being offered and sold to him in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the applicability of such exemptions and the suitability of the Investor to acquire the Shares. In this regard, the undersigned represents, warrants and agrees that:

  • Initial Purchasers as Qualified Institutional Buyers Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that:

  • Accredited Investor Status or Investment Limits Subscriber represents that either:

  • Transfers to Non-QIB Institutional Accredited Investors The following provisions shall apply with respect to the registration of any proposed transfer of a Note to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons):

  • Securities Act Exemption Neither the Holder nor anyone acting on behalf of the Holder has received any commission or remuneration directly or indirectly in connection with or in order to solicit or facilitate the Exchange. The Holder understands that the Exchange contemplated hereby is intended to be exempt from registration by virtue of Section 3(a)(9) of the Securities Act. The Holder understands that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for the exemption under Section 3(a)(9) of the Securities Act as well as qualifying for exemptions under applicable state securities laws.

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