Qualified Investor Clause Samples

Qualified Investor. (a) If the Investor is a person in a member state of the European Economic Area, such investor is a “qualified investor” as defined in the Prospectus Regulation. (b) If the Investor is a person in the United Kingdom, such investor is a “qualified investor” as defined in the UK Prospectus Regulation who (i) has professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (Financial Promotion) Order 2005 (the “Order”) and/or (ii) is a high net worth body corporate, unincorporated association and partnership and trustee of high value trusts as described in Article 49(2)(a) to (d) of the Order.

Qualified Investor. The Purchaser is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its management, to protect its own interests in connection with the transactions described in this Agreement and the related documents, (iii) able to afford the entire loss of its investment in the Series B Preferred Stock and the Warrants, and (iv) an "Accredited Investor" as defined in Rule 501(a) of Regulation D and knows of no reason to anticipate any material change in its financial condition for the foreseeable future.

Qualified Investor. The Purchaser is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able to afford the entire loss of its investment in the

Qualified Investor. Such Member and its Affiliates, taken as a whole, are able to bear the economic risk of the Member’s investment in the Membership Interests and have sufficient net worth to sustain a loss of the Member’s entire investment in the Company without economic hardship if such loss should occur.

Qualified Investor. The Purchaser has a preexisting personal or business relationship with an officer of the Company or any of its directors or controlling persons, or by reason of the Purchaser's business or financial experience or the business or financial experience of the Purchaser's professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser's own interests in connection with such an investment.

Qualified Investor. So long as IP owns any Preferred Shares of the ------------------ Company, IP shall be deemed a Qualified Investor and a Qualified Shareholder (as defined in the Stockholders Agreement).

Qualified Investor. SuperGen warrants and represents to AVI that SuperGen is an accredited investor within the meaning of Regulation 501, as promulgated under the Securities Act of 1933, as amended, and warrants that all information there presented is materially accurate.

Qualified Investor. The undersigned represents and warrants that it is an "Accredited Investor" as that term is defined in Rule 501(a) promulgated pursuant to the Securities Act of 1933, as amended (the "Act"). The undersigned also represents and warrants that it either has a pre-existing business or personal relationship with the Company or any of its officers, directors, or controlling persons, or by reason of the undersigned's business or financial experience or the business or financial experience of the undersigned's professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the undersigned's own interests in connection with these transactions.

Qualified Investor. AVI warrants and represents to SuperGen that AVI is an accredited investor within the meaning of Regulation 501, as promulgated under the Securities Act of 1933, as amended, and warrants that all information there presented is materially accurate.