Common use of Bad Actor Clause in Contracts

Bad Actor. Such Subscriber is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Subscriber has exercised reasonable care to determine whether he, she or it is subject to a Disqualification Event. The purchase of the Shares will not subject the Company to any Disqualification Event. There are no matters that would have triggered disqualification under Rule 506(d)(1) under the Securities Act but occurred before September 23, 2013.

Appears in 33 contracts

Sources: Securities Purchase Agreement (One Universe Acquisition Corp), Securities Purchase Agreement (APEX Tech Acquisition Inc.), Securities Purchase Agreement (Harvard Ave Acquistion Corp)

Bad Actor. Such Subscriber is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i506(d)(l)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Subscriber has exercised reasonable care to determine whether he, she or it is subject to a Disqualification Event. The purchase of the Shares will not subject the Company to any Disqualification Event. There are no matters that would have triggered disqualification under Rule 506(d)(1) under the Securities Act but occurred before September 23, 2013.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Blue World Holdings LTD), Securities Purchase Agreement (Blue World Acquisition Corp)

Bad Actor. Such Subscriber The Su.bscriber is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i506(d)(l)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. , The Subscriber has exercised reasonable care to determine whether he, she or it is subject to a Disqualification Event. The purchase of the Shares will not subject the Company to any Disqualification Event. There are no matters that would have triggered disqualification under Rule 506(d)(1506(d)(l) under the Securities Act but occurred before September 23, 2013.

Appears in 1 contract

Sources: Subscription Agreement (Fortune Joy International Acquisition Corp)

Bad Actor. Such The Subscriber is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Subscriber has exercised reasonable care to determine whether he, she or it such Subscriber is subject to a Disqualification Event. The purchase of the Shares will not subject the Company to any Disqualification Event. There are no matters that would have triggered disqualification under Rule 506(d)(1) under the Securities Act but occurred before September 23, 2013.

Appears in 1 contract

Sources: Subscription Agreement (Thunderstone Acquisition Corp)

Bad Actor. Such The Subscriber is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Subscriber has exercised reasonable care to determine whether he, she or it is subject to a Disqualification Event. The purchase of the Shares will not subject the Company to any Disqualification Event. There are no matters that would have triggered disqualification under Rule 506(d)(1) under the Securities Act but occurred before September 23, 2013.

Appears in 1 contract

Sources: Securities Subscription Agreement (ALBERT ORIGIN ACQUISITION Corp)

Bad Actor. Such Subscriber is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Subscriber has exercised reasonable care to determine whether he, she or it is subject to a Disqualification Event. The purchase of the Shares will not subject the Company to any Disqualification Event. There are no matters that would have triggered disqualification under Rule 506(d)(1) under the Securities Act but occurred before September 23, 2013.. ​

Appears in 1 contract

Sources: Securities Purchase Agreement (Caedryn Acquisition Corp I)