Common use of Accredited Investor Clause in Contracts

Accredited Investor. 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, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 136 contracts

Samples: Unit Subscription Agreement (FTAC Olympus Acquisition Corp.), Unit Subscription Agreement (New Beginnings Acquisition Corp. II), Unit Subscription Agreement (Newcourt Acquisition Corp)

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Accredited Investor. 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, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 85 contracts

Samples: Unit Subscription Agreement (Alpha Healthcare Acquisition Corp.), Unit Subscription Agreement (Forum Merger III Corp), Underwriter Private Placement Units Purchase Agreement (InterPrivate III Financial Partners Inc.)

Accredited Investor. 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, among other things, reliance on a private placement exemption to “accredited investors” under the Securities Act federal and similar exemptions under state law.

Appears in 25 contracts

Samples: Letter Agreement (Adit EdTech Acquisition Corp.), South Mountain Merger Corp., Far Point Acquisition Corp

Accredited Investor. Except as disclosed in Appendix B hereto, the Subscriber represents that it is an accredited investor” as such term is defined in Rule investor within the meaning of rule 501(a) of Regulation D promulgated under the Securities Act by reason of 1933, as amended (the “Securities Act”), and acknowledges fact that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.Subscriber is:

Appears in 13 contracts

Samples: Contribution and Subscription Agreement (Wheeler Real Estate Investment Trust, Inc.), Contribution and Subscription Agreement (Wheeler Real Estate Investment Trust, Inc.), Contribution and Subscription Agreement (Wheeler Real Estate Investment Trust, Inc.)

Accredited Investor. 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, among other things, on a private placement exemption to "accredited investors" under the Securities Act and similar exemptions under state law.

Appears in 5 contracts

Samples: Unit Subscription Agreement (Papaya Growth Opportunity Corp. I), Unit Subscription Agreement (Papaya Growth Opportunity Corp. I), Unit Subscription Agreement (Papaya Growth Opportunity Corp. I)

Accredited Investor. Subscriber represents that it is an “accredited investor” as such term is defined in within the meaning of Rule 501(a) 501 of Regulation D under of the Securities Act of 1933and Exchange Commission, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made presently in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state laweffect.

Appears in 5 contracts

Samples: Note Purchase Agreement (BioLife4D Corp), Note Purchase Agreement (BioLife4D Corp), Note Purchase Agreement (BioLife4D Corp)

Accredited Investor. Each 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, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 5 contracts

Samples: Unit Subscription Agreement (EVe Mobility Acquisition Corp), Unit Subscription Agreement (EVe Mobility Acquisition Corp), Unit Subscription Agreement (Forum Merger II Corp)

Accredited Investor. The Subscriber represents that it is an “accredited investorAccredited Investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 5 contracts

Samples: Subscription Agreement (Lyris, Inc.), Subscription Agreement (Lyris, Inc.), Subscription Agreement (Lyris, Inc.)

Accredited Investor. The Subscriber represents that it is an accredited investor” investor as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 5 contracts

Samples: Royalty Certificate Subscription Agreement (Inventiva S.A.), Subscription Agreement (Inventiva S.A.), Subordinated Note Purchase Agreement (Adamas One Corp.)

Accredited Investor. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 4 contracts

Samples: Subscription Agreement for Private Placement Units (Western Acquisition Ventures Corp.), Subscription Agreement for Private Placement Units (Western Acquisition Ventures Corp.), Subscription Agreement for Private Placement Units (Western Acquisition Ventures Corp.)

Accredited Investor. 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, among other things, reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act and or similar exemptions under federal and state law.

Appears in 4 contracts

Samples: ESH Acquisition Corp., Sarissa Capital Acquisition Corp., Genesis Park Acquisition Corp.

Accredited Investor. The Subscriber represents that it is an "accredited investor" as such that term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 4 contracts

Samples: Subscription Agreement (Alpha Security Group CORP), Subscription Agreement (Alpha Security Group CORP), Subscription Agreement (Alpha Security Group CORP)

Accredited Investor. Subscriber represents that it he 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, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 3 contracts

Samples: Second Amended and Restated Unit Subscription Agreement (Chart Acquisition Corp.), Unit Subscription Agreement (Chart Acquisition Corp.), Amended and Restated Unit Subscription Agreement (Chart Acquisition Corp.)

Accredited Investor. The Subscriber represents that it is an accredited investor” investor as such term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 3 contracts

Samples: Subscription Agreement (Remote Knowledge Inc), Subscription Agreement (Remote Knowledge Inc), Subscription Agreement (Remote Knowledge Inc)

Accredited Investor. 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, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 3 contracts

Samples: Subscription Agreement (Vahanna Tech Edge Acquisition I Corp.), Subscription Agreement (Vahanna Tech Edge Acquisition I Corp.), Subscription Agreement (McLaren Technology Acquisition Corp.)

Accredited Investor. The Subscriber represents that it is an "accredited investor" as such that term is defined in Rule 501(a) 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities "1933 Act"), and acknowledges the Subscriber has initialed each of the following definitions that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption applicable to “accredited investors” under the Securities Act and similar exemptions under state law.it

Appears in 2 contracts

Samples: Subscription Agreement (Vincera, Inc.), Subscription Agreement (Vincera, Inc.)

Accredited Investor. The Subscriber represents that it is an “accredited investor” as such that term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 2 contracts

Samples: Subscription Agreement (Dekania Corp.), Subscription Agreement (Dekania Corp.)

Accredited Investor. 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, among other things, reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act and or similar exemptions under state law.

Appears in 2 contracts

Samples: Burgundy Technology Acquisition Corp, Landcadia Holdings III, Inc.

Accredited Investor. 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, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. Subscriber has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Inflection Point Acquisition Corp. II), Private Placement Warrants Purchase Agreement (Inflection Point Acquisition Corp. II)

Accredited Investor. The Subscriber represents and warrants that it is an “accredited investor” as such term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that it is able to bear the sale contemplated hereby is being made economic risk of any investment in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state lawShares.

Appears in 2 contracts

Samples: Subscription Agreement (Midas Medici Group Holdings, Inc.), Subscription Agreement (Midas Medici Group Holdings, Inc.)

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Accredited Investor. 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, among other thingsothers, on a private placement exemption to “accredited investorsAccredited Investorscontained in Regulation D under the Securities Act and or similar exemptions under state law.

Appears in 2 contracts

Samples: Warrant Subscription Agreement (Australia Acquisition Corp), Warrant Subscription Agreement (Australia Acquisition Corp)

Accredited Investor. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 1 contract

Samples: Subscription Agreement (SFX Entertainment, INC)

Accredited Investor. 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, among other things, reliance on a private placement exemption to “accredited investors” under the Securities Act federal and similar exemptions under state law.

Appears in 1 contract

Samples: Live Oak Acquisition Corp

Accredited Investor. Subscriber represents that it is an a accredited investorAccredited Investor” as such term is defined in Rule 501(a) Rules 506 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and . Subscriber acknowledges that (i) the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” Shares subscribed for hereunder will not be registered under the Securities Act on the grounds that the issuance of such securities are exempt from registration as not involving any public offering; and similar (ii) the Company’s reliance on such exemptions under state lawis predicated in part on the representations made to the Company by the Subscriber in this Agreement.

Appears in 1 contract

Samples: Subscription Agreement (GJ Culture Group US, Inc.)

Accredited Investor. 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, among other things, reliance on a private placement exemption to “accredited investors” under the Securities Act federal and similar exemptions under state law.

Appears in 1 contract

Samples: Zimmer Energy Transition Acquisition Corp.

Accredited Investor. The Subscriber represents and warrants that it is an "accredited investor" as such term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that it is able to bear the sale contemplated hereby is being made economic risk of any investment in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state lawShares.

Appears in 1 contract

Samples: Subscription Agreement (Tasty Fries Inc)

Accredited Investor. The Subscriber represents that it the Subscriber is an "accredited investor" as such term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities "Act"), as indicated by his responses to the questions contained in Section 11 hereof, and acknowledges that the sale contemplated hereby Subscriber is being made able to bear the economic risk of an investment in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state lawUnits.

Appears in 1 contract

Samples: Subscription Agreement (Ribogene Inc / Ca/)

Accredited Investor. 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, among other things, reliance on a private placement exemption under the Securities Act only to persons who are to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act and or similar exemptions under state law.

Appears in 1 contract

Samples: Trine II Acquisition Corp.

Accredited Investor. The Subscriber represents that it is an "accredited investor" as such term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 1 contract

Samples: Subscription Agreement (Sillerman Robert F X)

Accredited Investor. The Subscriber represents that it he is an ------------------- "accredited investor" as such term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 1 contract

Samples: Subscription Agreement (Caprius Inc)

Accredited Investor. The Subscriber represents that it he is an "accredited investor" as such term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 1 contract

Samples: Subscription Agreement (Caprius Inc)

Accredited Investor. The Subscriber represents that it is an “accredited investor” "Accredited Investor" as such term is ------------------- defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Appears in 1 contract

Samples: Subscription Agreement (Westdale Properties America I LTD)

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