Investor Suitability Clause Samples
The Investor Suitability clause establishes criteria to ensure that only individuals or entities meeting certain financial or experience standards are permitted to invest. Typically, this clause requires investors to confirm their status as accredited or qualified investors, often by meeting income, net worth, or professional experience thresholds. Its core function is to protect both the issuer and the investor by ensuring compliance with securities regulations and reducing the risk of unsuitable investments.
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Investor Suitability. (a) The Securities subscribed for hereby are being acquired by the Investor for his, her or its own account and for investment purposes only and not with a view to any resale or distribution thereof, in whole or in part, to others, and the Investor is not participating, directly or indirectly, in a distribution of such Securities and will not take, or cause to be taken, any action that would cause the Investor to be deemed an “underwriter” of such Securities as defined in Section 2(11) of the Securities Act of 1933, as amended (the “Act”).
(b) The Investor acknowledges that he, she or it has had the opportunity to seek business, financial, and legal advice as the Investor deems necessary in order to evaluate the merits and risks of purchasing the Securities.
(c) The Investor has had an opportunity to ask questions of, and receive satisfactory answers from, representatives of the Company concerning the terms and conditions pursuant to which the offering of the Securities is being made and all material aspects of the Company and its proposed business, and any request for such information has been fully complied with to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
(d) The Investor is an “accredited investor” within the meaning of Rule 501 of the Act.
(e) The Investor is an investor who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company based upon (i) the information furnished to him, her or it by the Company; (ii) his, her or its personal knowledge of the business and affairs of the Company; (iii) such additional information as he, she or it may have requested and has received from the Company; and (iv) the independent inquiries and investigations undertaken by him, her or it.
(f) No person has given any information or made any representation not contained in any disclosure documents referred to above or otherwise provided to the Investor in writing by a person employed or authorized in writing by the Company. The Investor understands and agrees that any information or representation not contained therein must not, and will not, be relied upon and that nothing contained therein should be construed as legal or tax advice to the Investor.
(g) No person has made any direct or indirect representation or warranty of any kind to the Investor with respect to the economic return which may accrue to the Inv...
Investor Suitability. Selected Dealer will offer Shares only:
(i) to persons that meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company or the Dealer Manager, and
(ii) in accordance with Section 8, to persons in the jurisdictions in which it is advised in writing by the Company or the Dealer Manager that the Shares are qualified for sale or that qualification is not required (the “Blue Sky Survey”). Notwithstanding the qualification of Shares for sale in any respective jurisdiction (or exemption therefrom), Selected Dealer will not offer Shares and will not permit any of its registered representatives to offer Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Shares, Selected Dealer shall comply with the provisions of the FINRA Rules, as well as other applicable rules and regulations relating to suitability of investors, including, but not limited to, the provisions of Section III.C. of the NASAA Guidelines. In offering the sale of Shares to any person, Selected Dealer will have reasonable grounds to believe (based on such information obtained from the investor concerning the investor’s age, investment objectives, other investments, financial situation, needs or any other information known by Selected Dealer after due inquiry) that: (A) such person is in a financial position appropriate to enable such person to realize to a significant extent the benefits described in the Prospectus, including the tax benefits where they are a significant aspect of the Company; (B) the investor has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; (C) the purchase of the Shares is otherwise suitable for such person; and (D) such person has either: (1) a minimum annual gross income of $70,000 and a minimum net worth (exclusive of home, home furnishings and automobiles) of $70,000; or (2) a minimum net worth (determined with the foregoing exclusions) of $250,000 and meets the higher suitability standards, if applicable, imposed by the state in which the investment by such investor is made. Selected Dealer further will use its best efforts to determine the suitability and appropriateness of an investment in the Shares of each proposed investor solicited by a person associated with Selected Dealer by reviewing documents...
Investor Suitability. The Subscriber understands that an investment in the Membership Interests is suitable only for persons of substantial financial means who can afford not only the purchase price of the Membership Interests, but also unlimited future assessments and the possibility of a complete loss of their investment in the Membership Interests. Accordingly, the Subscriber represents and warrants that the Subscriber is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act of 1933, as evidenced by the Subscriber's completion of the Accredited Investor Declaration attached hereto as Exhibit A, and that the Subscriber has the objective of making a long-term investment in the exclusive use program for the Sardy House property and is prepared to forego the use of the invested funds for an indefinite period of time. In addition, to facilitate a determination by the Underwriter that there are reasonable grounds for believing that the purchase of the Membership Interests hereunder is suitable for the Subscriber, the Subscriber represents and warrants that the information furnished by the Subscriber about the Subscriber's investment objectives, investment experience, income, net worth, financial situation, other investments, and other relevant information through completion of the Confidential Investor Questionnaire form attached hereto as Exhibit B is accurate and complete in all material respects.
Investor Suitability. The Purchaser understands and agrees that purchase of the Shares is a high risk investment and the Purchaser is able to afford an investment in a speculative venture having the risks and objectives of the Company and has adequate means of providing for Purchaser’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Shares for an indefinite period of time. The Purchaser must bear the substantial economic risks of the investment in the Shares indefinitely because none of the Shares may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. The investment is a suitable one for the Purchaser.
Investor Suitability. Selected Dealer will offer Shares in CCIF 2016 T and the additional Feeder Funds only:
(i) to persons that meet the financial qualifications set forth in the Feeder Fund’s Prospectus or in any suitability letter or memorandum sent to it by the Feeder Fund or the Dealer Manager; and
(ii) in accordance with Section 8, to persons in the jurisdictions in which it is advised in writing by the Feeder Fund or the Dealer Manager that the Feeder Fund’s Shares are qualified for sale or that qualification is not required (the “Blue Sky Survey”). Notwithstanding the qualification (or exemption therefrom) of a Feeder Fund’s Shares for sale in any respective jurisdiction, Selected Dealer will not offer Shares and will not permit any of its registered representatives to offer Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Shares, Selected Dealer shall comply with the provisions of the FINRA Rules, as well as other applicable rules and regulations relating to suitability of investors, including, but not limited to, the provisions of Section III.C. of the NASAA Guidelines. In offering the sale of Shares of CCIF 2016 T and the additional Feeder Funds to any person, Selected Dealer will have reasonable grounds to believe (based on such information obtained from the investor concerning the investor’s age, investment objectives, other investments, financial situation, needs or any other information known by Selected Dealer after due inquiry) that: (A) such person is in a financial position appropriate to enable such person to realize to a significant extent the benefits described in the Prospectus, including the tax benefits where they are a significant aspect of the Feeder Fund; (B) the investor has a fair market net worth sufficient to sustain the risks inherent in the Feeder Fund, including loss of investment and lack of liquidity; (C) the purchase of the Shares is otherwise suitable for such person; and (D) such person meets the suitability standards set forth in the Prospectus and imposed by the state in which the investment by such investor is made. Selected Dealer further will use its best efforts to determine the suitability and appropriateness of an investment in the Shares of each proposed investor solicited by a person associated with Selected Dealer by reviewing documents and records disclosing the basis upon which the determination as to s...
Investor Suitability. Broker-Dealer shall offer and sell the Notes only to investors who Broker-Dealer in good faith believes meet the suitability standards set forth in the Registration statement. Broker-Dealer shall use its reasonable efforts to ascertain the suitability of all prospective investors.
Investor Suitability. Each Non-Managing Member represents that it is an “accredited investor” within the meaning of that term as defined in Regulation D promulgated under the Securities Act as currently in effect. Each Non-Managing Member further represents and warrants that all of the information provided in its subscription agreement is true, correct and complete in all material respects, and covenants to provide the Managing Member with written notice immediately if any such information ceases to be true, correct and/or complete in any respect at any time prior to the termination of the Fund. The Managing Member may, during the term of this Agreement, request each Member to complete an Accredited Investor Questionnaire (“AIQ”). The Member hereby agrees to complete the AIQ within thirty (30) days upon receiving the written request from the Managing Member. A Member may request a reasonable extension of time to complete the AIQ, provided that, such extension of time may be granted only with the written consent of the Managing Member in its discretion. If the Member fails to complete the AIQ within the 30-day time period (or by the expiration of any such approved extension), the Member may be deemed in breach of this Agreement.
Investor Suitability. Each Purchaser is purchasing the Preferred Shares and Warrants to be purchased by it for its own account, for investment purposes and not with a present view to any distribution thereof in violation of any applicable securities laws. It is understood that the disposition of each Purchaser's property shall at all times be within each Purchaser's control. If the Purchasers should in the future decide to dispose of any of their Preferred Shares, Warrants or Warrant Shares, it is understood that they may do so but only in compliance with the Securities Act and applicable securities laws. Each Purchaser is as of the date hereof and will be as of the Closing Date an "accredited investor" as defined in Rule 501(a) under the Securities Act.
Investor Suitability. Buyer represents and warrants that it is an accredited investor as defined in Rule 501 under the Securities Act of 1933, as amended, and has the capacity to evaluate the merits and risks of an investment in the Company Shares and is able to bear the economic risk of this investment. Buyer acknowledges that it has been provided access to all information requested by it in order to evaluate the merits and risks of an investment in the Company Shares.
Investor Suitability. MIT shall only introduce investors that MIT believes (in good faith and based on reasonable diligence conducted by MIT) comply with the Company’s investor suitability requirements. MIT shall notify the Company if it acquires knowledge that any introduced investor fails to meet such suitability requirements.