Accredited Investor Qualification. Subscriber represents that Subscriber qualifies as an “accredited investor” under Regulation D, promulgated under the Securities Act, in the following manner. (Please check or initial all that apply to verify that you qualify as an “accredited investor.”)
Accredited Investor Qualification. Purchaser represents that Purchaser qualifies as an “accredited investor” under Regulation D, promulgated under the Act, in the following manner. (Please check or initial all that apply to verify that you qualify as an “accredited investor.”)
Accredited Investor Qualification. 1. Each Stockholder is a resident of the State of Florida
Accredited Investor Qualification. Please check one or more of the appropriate entries below that accurately describes the Subscriber on whose behalf the Subscription Agreement is executed.
Accredited Investor Qualification c The Purchaser is natural person who had individual income of more than $200,000 in each of the most recent two years or joint income with his or her spouse in excess of $300,000 in each of the most recent two years and reasonably expects to reach that same income level for the current year (“income”, for purposes hereof, should be computed as follows: individual adjusted gross income, as reported (or to be reported) on a federal income tax return, increased by (1) any deduction of long-term capital gains under Section 1202 of the Internal Revenue Code of 1986 (the “Code”), (2) any deduction for depletion under Section 611 et seq. of the Code, (3) any exclusion for interest under Section 103 of the Code and (4) any losses of a partnership as reported on Schedule E of Form 1040). c The Purchaser is a natural person whose individual net worth (i.e., total assets in excess of total liabilities), or joint net worth with his or her spouse, will at the time of purchase of the Securities be in excess of $1,000,000. The fair market value of a primary residence and the mortgage debt secured by such residence (up to the fair market value) must be excluded from the determination of an individual’s net worth; however, the amount of mortgage debt secured by the residence in excess of the value thereof should be considered a liability and deducted from the investor’s net worth. c The Purchaser is a natural person who is a director or executive officer of the Company.
Accredited Investor Qualification. Subscriber represents that Subscriber qualifies as an “accredited investor” under Regulation D, promulgated under the Securities Act, in the following manner. (Please check or initial all that apply to verify that you qualify as an “accredited investor.”) __________ (a) Subscriber is a natural person whose net worth, or joint net worth with spouse, at the date of purchase exceeds $1,000,000 (not including the value of Subscriber’s principal residence and excluding mortgage debt secured by Subscriber’s principal residence up to the estimated fair market value of the home, except that any mortgage debt incurred by Subscriber within 60 days prior to the date of this Agreement shall not be excluded from the determination of Subscriber’s net worth unless such mortgage debt was incurred to acquire the residence). __________ (b) Subscriber is a natural person whose individual gross income (excluding that of spouse) exceeded $200,000 in each of the past two calendar years, and who reasonably expects individual gross income exceeding $200,000 in the current calendar year. __________ (c) Subscriber is a natural person whose joint gross income with spouse exceeded $300,000 in each of the past two calendar years, and who reasonably expects joint gross income with spouse exceeding $300,000 in the current calendar year. _____X____ (d) Subscriber is a tax-exempt organization described in Section 501(c) (3) of the Internal Revenue Code, or a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring Shares, with total assets in excess of $5,000,000. __________ (e) Subscriber is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring Shares, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Shares.
Accredited Investor Qualification. I hereby represent and warrant that each of the following statements is true and accurate as of the date hereof and will be true and shall be true and accurate as of the date of my payment of the full purchase price of the Shares and shall survive thereafter:
Accredited Investor Qualification. In order to receive Groupon Shares in the Merger, you must qualify as an “accredited investor” within the meaning of Regulation D, Rule 501(a) promulgated under the Securities Act of 1933, as amended. If you do not qualify as an accredited investor, you will still receive the same aggregate value for your Ludic Shares in the Merger but all of such consideration will be paid to you in cash and you will not receive any Groupon Shares. You will be asked to separately complete a Stockholder Questionnaire that, amongst other things, sets forth the criteria for qualifying as an accredited investor and requesting that you certify to Groupon and Ludic whether you meet any of such criteria. If you are a natural person, you will qualify as an accredited investor if you satisfy one of the following criteria: · You have a net worth (either individually or jointly with your spouse) in excess of $1,000,000; or · You (i) either (A) had an individual annual income (exclusive of spousal income) in excess of $200,000 or (B) had a joint income with your spouse in excess of $300,000 in each of the two preceding tax years, and (ii) reasonably expect to have the same income level (individually or jointly, as applicable) in the current tax year.
