Common use of Regulation D Qualification Clause in Contracts

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 612 contracts

Samples: Private Placement Shares Purchase Agreement (ARYA Sciences Acquisition Corp III), Warrant Agreement (Catalyst Partners Acquisition Corp.), Private Placement Warrants Purchase Agreement (Motive Capital Corp II)

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Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

Appears in 221 contracts

Samples: Private Placement Units Purchase Agreement (RF Acquisition Corp II), Private Placement Units Purchase Agreement (RF Acquisition Corp II), Private Placement Shares Purchase Agreement (Alchemy Investments Acquisition Corp 1)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders stockholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

Appears in 71 contracts

Samples: Warrants Purchase Agreement (SilverBox Engaged Corp II), Private Placement (Thimble Point Acquisition Corp.), Private Placement (Hennessy Capital Investment Corp. V)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders stockholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 45 contracts

Samples: Private Placement Warrants Purchase Agreement (Avalon Acquisition Inc.), Warrant Agreement (Orion Acquisition Corp.), Warrant Agreement (Colombier Acquisition Corp.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

Appears in 40 contracts

Samples: Private Placement Warrants Purchase Agreement (PowerUp Acquisition Corp.), Private Placement Warrants Purchase Agreement (European Sustainable Growth Acquisition Corp.), Private Placement Warrants Purchase Agreement (StoneBridge Acquisition Corp.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

Appears in 37 contracts

Samples: Private Placement Warrants Purchase Agreement (Vy Global Growth), Private Placement Warrants Purchase Agreement (Leo Holdings Corp.), Private Placement Warrants Purchase Agreement (Chain Bridge I)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

Appears in 30 contracts

Samples: Private Placement Warrants Purchase Agreement (Bridgetown Holdings LTD), Private Placement Warrants Purchase Agreement (Bull Horn Holdings Corp.), Private Placement Warrants Purchase Agreement (Macondray Capital Acquisition Corp. I)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders stockholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 25 contracts

Samples: Private Placement Warrants Purchase Agreement (Spartan Acquisition Corp. II), Private Placement Warrants Purchase Agreement (Spartan Acquisition Corp. III), Private Placement Warrants Purchase Agreement (Black Mountain Acquisition Corp.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 24 contracts

Samples: Securities Purchase Agreement (Ar Capital Acquisition), Securities Purchase Agreement (Landcadia Holdings, Inc.), Private Placement Warrants Purchase Agreement (New Frontier Corp)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d506 (d) of Regulation D under the Securities Act.

Appears in 22 contracts

Samples: Warrant Agreement (Bullpen Parlay Acquisition Co), Private Placement Warrants Purchase Agreement (CC Neuberger Principal Holdings III), Private Placement Share Purchase Agreement (Jade Value Acquisition Corp)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders stockholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

Appears in 12 contracts

Samples: Private Placement Warrants Purchase Agreement (RF Acquisition Corp.), Private Placement Warrants Purchase Agreement (RF Acquisition Corp.), Private Placement Warrants Purchase Agreement (Fpa Energy Acquisition Corp.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders stockholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 12 contracts

Samples: Private Placement Warrants Purchase Agreement (Simon Property Group Acquisition Holdings, Inc.), Private Placement Warrants Purchase Agreement (G&P Acquisition Corp.), Private Placement Warrants Purchase Agreement (Hawks Acquisition Corp)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

Appears in 8 contracts

Samples: Sponsor Warrants Purchase Agreement (Pegasus Digital Mobility Acquisition Corp.), Sponsor Warrants Purchase Agreement (Endurance Acquisition Corp.), Sponsor Warrants Purchase Agreement (Endurance Acquisition Corp.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders stockholders of twenty percent (20% %) or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 8 contracts

Samples: Private Placement Warrants Purchase Agreement (Trajectory Alpha Acquisition Corp.), Private Placement Warrants Purchase Agreement (Trajectory Alpha Acquisition Corp.), Private Placement Warrants Purchase Agreement (Trajectory Alpha Acquisition Corp.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of twenty percent (20% %) or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 7 contracts

Samples: Private Placement Warrants Purchase Agreement (Andretti Acquisition Corp.), Private Placement Warrants Purchase Agreement (Igniting Consumer Growth Acquisition Co LTD), Private Placement Warrants Purchase Agreement (Andretti Acquisition Corp.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its the outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 6 contracts

Samples: Private Placement Shares Purchase Agreement (MELI Kaszek Pioneer Corp), Private Placement Shares Purchase Agreement (TPG Pace Beneficial II Corp.), Private Placement Shares Purchase Agreement (MELI Kaszek Pioneer Corp)

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Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders stockholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

Appears in 4 contracts

Samples: Private Placement Shares Purchase Agreement (Armada Acquisition Corp. I), Private Placement Shares Purchase Agreement (Armada Acquisition Corp. I), Private Placement Shares Purchase Agreement (Armada Acquisition Corp. I)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders stockholder of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 3 contracts

Samples: Private Placement Shares Purchase Agreement (Fifth Wall Acquisition Corp. I), Private Placement Share Purchase Agreement (Research Alliance Corp. II), Private Placement Share Purchase Agreement (Research Alliance Corp. II)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders stockholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 3 contracts

Samples: Form of Private Placement Warrants Purchase Agreement (Zimmer Energy Transition Acquisition Corp.), Private Placement Warrants Purchase Agreement (Adit EdTech Acquisition Corp.), Private Placement Warrants Purchase Agreement (Adit EdTech Acquisition Corp.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (First Light Acquisition Group, Inc.), Private Placement Warrants Purchase Agreement (First Light Acquisition Group, Inc.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.. ​ ​

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Iconic Sports Acquisition Corp.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its US-DOCS\119990652.4 outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Cain Acquisition Corp)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act.”). ​

Appears in 1 contract

Samples: Private Placement Units Purchase Agreement (ITHAX Acquisition Corp.)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of anyof its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Peridot Acquisition Corp. III)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities ActAct of 1933, as amended (the “ Securities Act ”).

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (GEF Acquisition Corp)

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders stockholders of 20% or more of its outstanding securities, has experienced a disqualifying event even as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Global Blockchain Acquisition Corp.)

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