Common use of ACCREDITED INVESTOR QUESTIONNAIRE Clause in Contracts

ACCREDITED INVESTOR QUESTIONNAIRE. Purpose of this Questionnaire The Units (the “Units”) of The Quantum Group, Inc., a Nevada corporation (the “Company”), (i) one $50,000 Bridge Note (“Bridge Note”) bearing interest at the rate of 8% per annum payable at maturity and (ii) shares of common stock of the Company (“Bridge Shares”) equal to the principal amount of Bridge Notes purchased, divided by $0.33 (or 151,515 shares of common stock per Unit) are being offered under the Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state, in reliance on the exemptions contained in Sections 4(2) and 4(6) and Regulation D Rule 506 of the 1933 Act and on similar exemptions under applicable state laws. Under Sections 4(2) and 4(6) and Regulation D Rule 506 and/or certain state laws, the Company may be required to determine that an individual, or an individual together with a “purchaser representative” or each individual equity owner of an investing entity meets certain suitability requirements before selling the Units to such individual or entity. THE COMPANY MAY, AT ITS ELECTION, NOT SELL UNITS TO A SUBSCRIBER WHO HAS NOT COMPLETELY FILLED OUT THIS QUESTIONNAIRE. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy the Units or any other security. Instructions One (1) copy of this Questionnaire should be completed, signed, dated, and delivered to Newbridge Securities Corporation; Attn: Xxxxxxx Xxxxxxxxx, 0000 Xxxx Xxxxxxx Xxxxx Xxxx, Xxxx Xxxxxxxxxx, Xxxxxxx 00000 which shall provide copies to the Company and counsel.

Appears in 5 contracts

Samples: Subscription and Registration Rights Agreement (Quantum Group Inc /Fl), Subscription and Registration Rights Agreement (Quantum Group Inc /Fl), Subscription and Registration Rights Agreement (Quantum Group Inc /Fl)

AutoNDA by SimpleDocs

ACCREDITED INVESTOR QUESTIONNAIRE. Purpose of this All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement. This Questionnaire The Units is for use by each Subscriber who is a US person (the “Units”) of The Quantum Group, Inc., a Nevada corporation (the “Company”), (i) one $50,000 Bridge Note (“Bridge Note”) bearing interest at the rate of 8% per annum payable at maturity and (ii) shares of common stock as that term is defined Regulation S of the Company (“Bridge Shares”) equal to the principal amount of Bridge Notes purchased, divided by $0.33 (or 151,515 shares of common stock per Unit) are being offered under the United States Securities Act of 1933, as amended 1933 (the “1933 Act”), or ) and has indicated an interest in purchasing Shares of TOMBSTONE EXPLORATION CORPORATION (the “Company”). The purpose of this Questionnaire is to assure the Company that each Subscriber will meet the standards imposed by the 1933 Act and the appropriate exemptions of applicable state securities laws laws. The Company will rely on the information contained in this Questionnaire for the purposes of any state, such determination. The Shares will not be registered under the 1933 Act in reliance on upon the exemptions contained in Sections exemption from registration afforded by Section 3(b) and/or Section 4(2) and 4(6) and Regulation D Rule 506 of the 1933 Act and on similar exemptions under applicable state laws. Under Sections 4(2) and 4(6) and Regulation D Rule 506 and/or certain state laws, the Company may be required to determine that an individual, or an individual together with a “purchaser representative” or each individual equity owner of an investing entity meets certain suitability requirements before selling the Units to such individual or entity. THE COMPANY MAY, AT ITS ELECTION, NOT SELL UNITS TO A SUBSCRIBER WHO HAS NOT COMPLETELY FILLED OUT THIS QUESTIONNAIREAct. This Questionnaire does is not constitute an offer to sell or a solicitation of an offer to buy the Units Shares or any other securitysecurities of the Company in any state other than those specifically authorized by the Company. Instructions One (1) copy of All information contained in this Questionnaire should will be completedtreated as confidential. However, signedby signing and returning this Questionnaire, datedeach Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of exemption from registration in connection with the sale of the Shares hereunder. The Subscriber covenants, represents and delivered to Newbridge Securities Corporation; Attn: Xxxxxxx Xxxxxxxxx, 0000 Xxxx Xxxxxxx Xxxxx Xxxx, Xxxx Xxxxxxxxxx, Xxxxxxx 00000 which shall provide copies warrants to the Company and counsel.that it satisfies one or more of the categories of “Accredited Investors”, as defined by Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provide those categories, if any, of an “Accredited Investor” which the Subscriber satisfies) ______ Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of US $5,000,000;

Appears in 2 contracts

Samples: Private Placement Subscription Agreement (Tombstone Exploration Corp), Private Placement Subscription Agreement (Tombstone Exploration Corp)

ACCREDITED INVESTOR QUESTIONNAIRE. Purpose of this Questionnaire The Units (the “Units”) of The Quantum Group, Inc., a Nevada corporation (the “Company”), (i) one $50,000 Bridge Note (“Bridge Note”) bearing interest at the rate of 8% per annum payable at maturity and (ii) shares of common stock of the Company (“Bridge Shares”) equal to the principal amount of Bridge Notes purchased, divided by $0.33 (or 151,515 shares of common stock per Unit) are being offered under the Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state, in reliance on the exemptions contained in Sections 4(2) and 4(6) and Regulation D Rule 506 of the 1933 Act and on similar exemptions under applicable state laws. Under Sections 4(2) and 4(6) and Regulation D Rule 506 and/or certain state laws, the Company may be required to determine that an individual, or an individual together with a “purchaser representative” or each individual equity owner of an investing entity meets certain suitability requirements before selling the Units to such individual or entity. THE COMPANY MAY, AT ITS ELECTION, NOT SELL UNITS TO A SUBSCRIBER WHO HAS NOT COMPLETELY FILLED OUT THIS QUESTIONNAIRE. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy the Units or any other security. Instructions One (1) copy of this Questionnaire should be completed, signed, dated, and delivered to Newbridge Securities Corporation; Attn: Xxxxxxx Xxxxxxxxx, 0000 Xxxx Xxxxxxx Xxxxx Xxxx, Xxxx Xxxxxxxxxx, Xxxxxxx 00000 which shall provide copies to the Company and counsel. Please Answer All Questions If the appropriate answer is “None” or “Not Applicable,” so state. Please print or type your answers to all questions. Attach additional sheets if necessary to complete your answers to any item. Your answers will be kept strictly confidential at all times; however, the Company may present this Questionnaire to such parties as it deems appropriate, including its counsel, in order to assure itself that the offer and sale of the Units will not result in a violation of the registration provisions of the 1933 Act or a violation of the securities laws of any state.

Appears in 1 contract

Samples: Subscription and Registration Rights Agreement (Quantum Group Inc /Fl)

ACCREDITED INVESTOR QUESTIONNAIRE. Purpose of this Questionnaire The Units (the “Units”) ), consisting of The Quantum Group500,000 shares of common stock of Xxxxx Technologies, Inc., a Nevada Delaware corporation (the “Company”), (i) one $50,000 Bridge Note (“Bridge Note”) bearing interest at the rate of 8% per annum payable at maturity and (ii) shares of common stock of the Company (“Bridge Shares”) equal to the principal amount of Bridge Notes purchased, divided by $0.33 (or 151,515 shares of common stock per Unit) are being offered under the Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state, in reliance on the exemptions contained in Sections 4(2) and 4(6) and Regulation D Rule 506 of the 1933 Act and on similar exemptions under applicable state laws. Under Sections 4(2) and 4(6) and Regulation D Rule 506 and/or certain state laws, the Company may be required to determine that an individual, or an individual together with a “purchaser representative” or each individual equity owner of an investing entity meets certain suitability requirements before selling the Units to such individual or entity. THE COMPANY MAY, AT ITS ELECTION, NOT SELL UNITS TO A SUBSCRIBER WHO HAS NOT COMPLETELY FILLED OUT THIS QUESTIONNAIRE. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy the Units or any other security. Instructions One (1) copy of this Questionnaire should be completed, signed, dated, and delivered to Newbridge Securities Corporation; Attn: Xxxxxxx XxxxxxxxxXxxxx Technologies, 0000 Xxxx Xxxxxxx Xxxxx Inc., 000 Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxxxxx00000. Please Answer All Questions If the appropriate answer is “None” or “Not Applicable,” so state. Please print or type your answers to all questions. Attach additional sheets if necessary to complete your answers to any item. Your answers will be kept strictly confidential at all times; however, Xxxxxxx 00000 which shall provide copies to the Company may present this Questionnaire to such parties as it deems appropriate, including its counsel, in order to assure itself that the offer and counselsale of the Units will not result in a violation of the registration provisions of the 1933 Act or a violation of the securities laws of any state.

Appears in 1 contract

Samples: Registration Rights Agreement (FUND.COM Inc.)

AutoNDA by SimpleDocs

ACCREDITED INVESTOR QUESTIONNAIRE. Purpose of this Questionnaire The Units Notes (the “UnitsNotes”) of The Quantum Group, AMP Holding Inc., a Nevada corporation (the “Company”), (i) one $50,000 Bridge Note (“Bridge Note”) bearing interest at the rate of 8% per annum payable at maturity and (ii) shares of common stock of the Company (“Bridge Shares”) equal to the principal amount of Bridge Notes purchased, divided by $0.33 (or 151,515 shares of common stock per Unit) are being offered under the Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state, in reliance on the exemptions contained in Sections 4(2) and 4(6) and Regulation D Rule 506 of the 1933 Act and on similar exemptions under applicable state laws. Under Sections 4(2) and 4(6) and Regulation D Rule 506 and/or certain state laws, the Company may be required to determine that an individual, or an individual together with a “purchaser representative,” or each individual equity owner of an investing entity meets certain suitability requirements before selling the Units Notes to such individual or entity. THE COMPANY MAY, AT ITS ELECTION, NOT SELL UNITS NOTES TO A SUBSCRIBER WHO HAS NOT COMPLETELY FILLED OUT THIS QUESTIONNAIRE. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy the Units Notes or any other security. Instructions One (1) copy of this Questionnaire should be completed, signed, dated, and delivered to Newbridge Securities Corporationthe Company. Please Answer All Questions If the appropriate answer is “None” or “Not Applicable,” so state. Please print or type your answers to all questions. Attach additional sheets if necessary to complete your answers to any item. Your answers will be kept strictly confidential at all times; Attn: Xxxxxxx Xxxxxxxxxhowever, 0000 Xxxx Xxxxxxx Xxxxx Xxxx, Xxxx Xxxxxxxxxx, Xxxxxxx 00000 which shall provide copies to the Company may present this Questionnaire to such parties as it deems appropriate, including its counsel, in order to assure itself that the offer and counselsale of the Notes will not result in a violation of the registration provisions of the 1933 Act or a violation of the securities laws of any state.

Appears in 1 contract

Samples: Subscription Agreement (AMP Holding Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.