Common use of Information Regarding Holder Clause in Contracts

Information Regarding Holder. The Holder is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act and is not subject to any “bad actor” disqualification event in Rule 506(d)(1)(i)-(viii) of the Securities Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable the Holder to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed exchange, which represents a speculative investment. The Holder has the authority and is duly and legally qualified to hold the Warrant. The Holder is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. The Holder is acquiring the Warrant for such Xxxxxx’s own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and the Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness, or commitment providing for the disposition thereof.

Appears in 7 contracts

Samples: Exchange Agreement (Origin Life Sciences, Inc.), Form of Exchange Agreement (Origin Life Sciences, Inc.), Form of Exchange Agreement (Origin Life Sciences, Inc.)

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Information Regarding Holder. The Holder is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act and is not subject to any “bad actor” disqualification event in Rule 506(d)(1)(i)-(viii) of the Securities Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable the Holder to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed exchangepurchase, which represents a speculative investment. The Holder has the authority and is duly and legally qualified to purchase and hold the WarrantShares. The Holder is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. The Holder is acquiring the Warrant Shares for such XxxxxxHolder’s own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and and, except as contemplated by this Agreement, the Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness, or commitment providing for the disposition thereof.

Appears in 1 contract

Samples: Exchange Agreement (RetinalGenix Technologies Inc.)

Information Regarding Holder. The Holder is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act and is not subject to any “bad actor” disqualification event in Rule 506(d)(1)(i)-(viii) of the Securities Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable the Holder to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed exchange, which represents a speculative investment. The Holder has the authority and is duly and legally qualified to hold the Warrant. The Holder is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. The Holder is not a U.S. person as that term is defined in Regulation S promulgated under the Securities Act. The Holder’s principal addresses is outside the United States and the Holder has no present intention of becoming a resident of (or moving its principal place of business to) the United States. At the time of acquisition of the Warrant, including without limitation at the time the Holder executed and delivered this Agreement and otherwise agreed to accept the Warrant, it was located outside the United States. The Holder is acquiring the Warrant for such Xxxxxx’s own account for investment and not for the account or the benefit of a U.S. person or with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and the Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness, or commitment providing for the disposition thereof.

Appears in 1 contract

Samples: Exchange Agreement (Origin Life Sciences, Inc.)

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Information Regarding Holder. The Holder is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act and is not subject to any “bad actor” disqualification event in Rule 506(d)(1)(i)-(viii) of the Securities Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable the Holder to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed exchangepurchase, which represents a speculative investment. The Holder has the authority and is duly and legally qualified to purchase and hold the WarrantShares. The Holder is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. The Holder is acquiring the Warrant Shares for such XxxxxxHxxxxx’s own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and and, except as contemplated by this Agreement, the Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness, or commitment providing for the disposition thereof.

Appears in 1 contract

Samples: Exchange Agreement (RetinalGenix Technologies Inc.)

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