NON-INDIVIDUAL INVESTORS Sample Clauses

NON-INDIVIDUAL INVESTORS. (Please answer Part II only if the purchase is proposed to be undertaken by a corporation, partnership, trust or other entity) ☐ If the investment will be made by more than one affiliated entity, please complete a copy of this questionnaire for EACH entity. ☐ PLEASE PROVIDE COPIES OF THE FORMATION DOCUMENTS ISSUED BY THE COUNTRY IN WHICH YOU WERE FORMED. INITIAL EACH BOX TRUE OR FALSE Disclosure of Foreign Ownership.
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NON-INDIVIDUAL INVESTORS. (Please answer Part II only if the purchase is proposed to be undertaken by a corporation, partnership, trust or other entity) * If the investment will be made by more than one affiliated entity, please complete a copy of this questionnaire for EACH entity.
NON-INDIVIDUAL INVESTORS. 第2部分 非个人投资方* (Please answer Part II only if the purchase is proposed to be undertaken by a corporation, partnership, trust or other entity) (只有公司、合伙、信托或其他实体将承担购买时,回答第2部分) · If the investment will be made by more than one affiliated entity, please complete a copy of this questionnaire for EACH entity. 如果将有多于一个相关实体进行投资,请为每一个实体各完成一份此调查 · PLEASE PROVIDE COPIES OF THE FORMATION DOCUMENTS ISSUED BY THE COUNTRY IN WHICH YOU WERE FORMED. 请提供成立所在国家出具的成立文件的复印件 INITIAL EACH BOX TRUE OR FALSE 在每个表格内是或否的位置填入姓名首字母 Disclosure of Foreign Ownership. 外国所有权信息披露
NON-INDIVIDUAL INVESTORS. Please indicate the jurisdiction in which the entity is chartered and the jurisdiction in which it maintains its principal offices:
NON-INDIVIDUAL INVESTORS. If Company membership interest units are held by more than one affiliated entity, please complete a copy of this questionnaire for EACH entity.
NON-INDIVIDUAL INVESTORS. 非个体投资者 (Please answer Part II only if the purchase is proposed to be undertaken by a corporation, partnership, trust or other entity) (请只在拟由公司、合伙企业、信托或其他实体进行购买的情况下,才回答第II部) ☐ If the investment will be made by more than one affiliated entity, please complete a copy of this questionnaire for EACH entity. 如果投资将由一个以上的附属机构进行,请为每个机构填写一份问卷。 ☐ PLEASE PROVIDE COPIES OF THE FORMATION DOCUMENTS ISSUED BY THE COUNTRY IN WHICH YOU WERE FORMED. 请提供由你所在国家颁发的注册文件副本。 INITIAL EACH BOX TRUE OR FALSE 每个选项为TRUE或FALSE
NON-INDIVIDUAL INVESTORS. ¨ a corporation, organization described in Section 501(c)(3) of the Internal Revenue Code, a Massachusetts or similar business trust or a partnership, in each case, not formed for the purpose of this investment, with total assets in excess of $5,000,000; ¨ a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 [a U.S. venture capital fund which invests primarily through private placements in non-publicly traded securities and makes available (either directly or through co-investors) to the portfolio companies significant guidance concerning management, operations or business objectives]; ¨ a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; ¨ 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; ¨ a bank as defined in Section 3(a)(2) or a savings and loan association or other institution defined in Section 3(a)(5)(A) of the Securities Act of 1933 acting in either an individual or fiduciary capacity; ¨ an insurance company as defined in Section 2(13) of the Securities Act of 1933; ¨ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 whose investment decision is made by a fiduciary which is either a bank, savings and loan association, insurance company, or registered investment advisor, or whose total assets exceed $5,000,000, or, if a self-directed plan, a plan whose investment decisions are made solely by persons who are accredited investors; ¨ a trust with total assets in excess of $5,000,000 whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Securities Act of 1933. ¨ Other. Describe:
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NON-INDIVIDUAL INVESTORS. (Please answer Part II only if the purchase of the Registrable Securities is proposed to be undertaken by a corporation, partnership, or other entity.)

Related to NON-INDIVIDUAL INVESTORS

  • INITIAL INVESTMENT The Advisor has contributed to the Company $200,000 in exchange for 20,000 Equity Shares (the "Initial Investment"). The Advisor may not sell these shares while the Advisory Agreement is in effect, although the Advisor may transfer such shares to Affiliates. The restrictions included above shall not apply to any Equity Shares, other than the Equity Shares acquired through the Initial Investment, acquired by the Advisor or its Affiliates. The Advisor shall not vote any Equity Shares it now owns, or hereafter acquires, in any vote for the removal of Directors or any vote regarding the approval or termination of any contract with the Advisor or any of its Affiliates.

  • New Members No person may be admitted as a member of the Company without the approval of the Member.

  • Initial Members The initial Members of the LLC, their initial capital contributions, and their percentage interest in the LLC are as follows: Members Percentage Interest in LLC Capital Contribution (If any)

  • SELLING STOCKHOLDERS The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrants, see “Private Placement of Securities” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securities, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stock, as of ________, 2022, assuming exercise of any pre-funded warrants, warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

  • Permitted Transferees The rights of a Holder hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of Registrable Securities to a Permitted Transferee of that Holder. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.4 will be effective unless the Permitted Transferee to which the assignment is being made, if not a Holder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Permitted Transferee will be bound by, and will be a party to, this Agreement. A Permitted Transferee to whom rights are transferred pursuant to this Section 4.4 may not again transfer those rights to any other Permitted Transferee, other than as provided in this Section 4.4.

  • Initial Closing The closing of the purchase and sale of Initial Units shall take place simultaneously with the closing of the IPO (the “Initial Closing Date”). The closing of such Units shall take place at the offices of Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

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