For Entity Subscribers Sample Clauses
The 'For Entity Subscribers' clause defines specific terms and conditions that apply to subscribers who are legal entities, such as corporations or organizations, rather than individual persons. This clause typically outlines eligibility requirements, representation and authority to enter into the agreement, and any additional obligations or limitations unique to entities. For example, it may require that the person signing on behalf of the entity has proper authorization or that the entity provides certain documentation. Its core practical function is to ensure that the agreement is properly tailored to the legal and operational realities of entity subscribers, thereby reducing ambiguity and potential disputes regarding authority and compliance.
For Entity Subscribers. Please complete the information below with respect to the Subscriber’s directors, officers, trustees, general partners, and/or controlling persons, as appropriate. Name Residential Address Date of Birth Occupation PEP¹ Y/N ¹ Is the director/trustee/general partner/controlling person a Politically Exposed Person? If yes, please attach to this Subscription Agreement an original signed letter confirming the individual’s source of wealth (a “Source of Wealth Letter”). The Source of Wealth Letter must describe the economic activity that has generated the individual’s total net worth, as well as confirmation of the individual’s current employment and nature of PEP status.
For Entity Subscribers. Please check ONE applicable box below:
(a) Entities which are required to be authorized or regulated to operate in the financial markets. The following should be understood as including all authorized entities carrying out the characteristic activities of the entities mentioned: entities required to be authorized or regulated to operate in the financial markets, including: (A) credit institutions; (B) investment firms; (C) other authorized or regulated financial institutions7; (D) insurance companies; (E) collective investment schemes and management companies of such schemes; (F) pension funds and management companies of such funds; (G) commodity and commodity derivatives dealers; (H) locals; or (I) other institutional investors.
(b) Large undertakings meeting two of the following size requirements on a company basis: (A) balance sheet total: EUR 20,000,000; (B) net turnover: EUR 40,000,000; or (C) own funds: EUR 2,000,0008.
(c) National and regional governments, public bodies that manage public debt, Central Banks, international and supranational institutions such as the World Bank, the IMF, the ECB, the EIB and other similar international organizations.
(d) Other institutional investors whose main activity is to invest in financial instruments, including entities dedicated to the securitization of assets or other financing transactions9.
For Entity Subscribers. Are you an Accredited Investor? Please check one or more applicable boxes below as it relates to the subscribing entity. If you check box (e), (f), (g) or (k) in this Section 7(B), please proceed and complete Section 7(C). Entities. ☐ (a) Partnership, corporation, limited liability company or Massachusetts or similar business trust, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000. ☐ (b) Code Section 501(c)(3) organization, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000. ☐ (c) Trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose investments are being directed by a Sophisticated Person. ☐ (d) Entity, not formed for the specific purpose of acquiring the Shares, owning Investments in excess of $5,000,000. For purposes of this paragraph, please refer to Annexes 1 and 2 to this Investor Questionnaire for the definition of “investments” and for information regarding the “valuation of investments”, respectively. ☐ (e) Entity (other than a trust) where all equity owners are Accredited Investors. If you (the Subscriber) check this box only, also complete question 7(C) and indicate the total number of your equity owners here: ☐ (f) Revocable trust where all of your grantors are Accredited Investors. If you (the Subscriber) check this box only, also complete question 7(C) and indicate the total number of your grantors here: ☐ (g) IRA or ▇▇▇▇▇ plan where the grantor is an Accredited Investor. If you (the Subscriber) check this box only, also complete question 7(C) and indicate the name of your grantor or the IRA owner here: ☐ (h) Employee Benefit Plan (other than a self-directed plan), with total assets in excess of $5,000,000, that is established and maintained by a state, a political subdivision of a state, or any of their respective agencies, for the benefit of its employees.
(i) Employee Benefit Plan (other than a self-directed plan), whether or not subject to Title I of ERISA, whose investment decisions are made by a plan fiduciary which is a bank, insurance company, savings and loan association, or registered investment adviser.
(j) Employee Benefit Plan (other than a self-directed plan), whether or not subject to Title I of ERISA, with total assets in excess of $5,000,000. ☐ (k) Self-directed plan (e.g., 401(k) plans and profit sharing plans) in which all investment decisions are made solely...
For Entity Subscribers. A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Member Interests whose purchase is directed by a sophisticated person as described in Rule 506(b)(ii) promulgated under the Act; A corporation, business trust or partnership, not formed for the specific purpose of acquiring the Member Interests, with total assets in excess of $5,000,000; An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; A bank as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; An investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; Any Small Business Investment Fund licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; Any director, executive officer, or general partner of the issuer of securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; An entity in which all of the equity owners are accredited investors (Please attach a list of all owners and indicate how each equity owner qualifies as an Accredited Investor); Any investment adviser registered pursuant to section 203 of the I...