Accredited Investor Consideration definition

Accredited Investor Consideration means (a) the Aggregate Closing Consideration Value minus (b) the Unaccredited Common Consideration.
Sample 1

Related to Accredited Investor Consideration

  • U.S. Accredited Investor means an “accredited investor” as defined in Rule 501(a) of Regulation D;

  • Accredited Investors should complete this Section

  • Institutional Accredited Investor Certificate means a certificate substantially in the form of Exhibit G hereto.

  • Accredited Investor has the meaning set forth in Regulation D promulgated under the Securities Act.

  • Institutional Accredited Investors Institutions that are “accredited investors” within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Act or any entity all of the equity owners of which are such institutions.

  • Institutional Accredited Investor means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.

  • Accredited Investor Questionnaire means the Accredited Investor Questionnaire set forth as Exhibit C-1 hereto.

  • Accredited means approved by the:

  • Qualified Investor means an investor who has been certified by the commissioner under subdivision 3.

  • Designated Investor means an Investor (a) that has been approved in writing as a Designated Investor by Administrative Agent and the Required Lenders, in their sole discretion, and (b) in respect of which there has been delivered to Administrative Agent:

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Qualified Institutional Buyers as defined in Rule 144A. It is aware that the sale of the Privately Offered Certificates is being made in reliance on its continued compliance with Rule 144A. It is aware that the transferor may rely on the exemption from the provisions of Section 5 of the Act provided by Rule 144A. The undersigned understands that the Privately Offered Certificates may be resold, pledged or transferred only to (i) a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance in Rule 144A, or (ii) an institutional "accredited investor," as such term is defined under Rule 501 of the Act in a transaction that otherwise does not constitute a public offering. The undersigned agrees that if at some future time it wishes to dispose of or exchange any of the Privately Offered Certificates, it will not transfer or exchange any of the Privately Offered Certificates to a Qualified Institutional Buyer without first obtaining a Rule 144A and Related Matters Certificate in the form hereof from the transferee and delivering such certificate to the addressees hereof. Prior to making any transfer of Privately Offered Certificates, if the proposed Transferee is an institutional "accredited investor," the transferor shall obtain from the transferee and deliver to the addressees hereof an Investment Letter in the form attached to the Pooling and Servicing Agreement, dated as of March 1, 2002, among Structured Asset Mortgage Investments Inc., Wells Fargo Bank Mixxxxxta, National Association, EMC Mortgage Corporation and Bank One, National Association, as Trustee, pursuant to Certificates were issued. The undersigned certifies that it either: (i) is not acquiring the Privately Offered Certificate directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, and/or section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) is providing a representation or an opinion of counsel to the effect that the proposed transfer and/or holding of a Privately Offered Certificate and the servicing, management and/or operation of the Trust and its assets: (I) will not result in any prohibited transaction which is not covered under a prohibited transaction exemption, including, but not limited to, Prohibited Transaction Exemption ("PTE") 84- 14, PTE 91-38, XXX 00-0, XXX 00-00, XXX 00-00 xr Section 401(c) of ERISA and the regulations to be promulgated thereunder and (II) will not give rise to any additional fiduciary duties on the part of the Seller, the Master Servicer or the Trustee. If the Purchaser proposes that its Certificates be registered in the name of a nominee on its behalf, the Purchaser has identified such nominee below, and has caused such nominee to complete the Nominee Acknowledgment at the end of this letter. Name of Nominee (if any):

  • Qualified Institutional Investor (tekikaku kikan xxxxxxx) has the meaning assigned thereto in Article 2, Paragraph 3, item 1 of the Financial Instruments and Exchange Law (kinyu shohin torihiki ho) of Japan (Law No. 25 of 1948), Article 10, Paragraph 1 of the regulations relating to the definitions contained in such Article 2.

  • accredited person means a person registered in terms of the Regulations as an electrical tester for single phase, an installation electrician or a master installation electrician, as the case may be;

  • Qualified Investors means investors who are professional clients (client professionnel/professionele cliënt) or eligible counterparty (contrepartie éligible/in aanmerking komende tegenpartij) as defined in the Belgian Prospectus Law of 16 June 2006 (as amended from time to time). The Qualified Investors may bear a lower Entry Fee (as defined under item 77 of Part A) depending on (i) the evolution of the credit quality of the Issuer (credit spread), (ii) the evolution of interest rates, (iii) the success (or lack of success) of the placement of the Notes, and (iv) the amount of Notes purchased by an investor, each as determined by each relevant distributor (including BNP Paribas Fortis SA/NV) in its sole discretion. Conditions to which the offer is subject: The Offer of the Notes is conditional on its issue.

  • Prohibited Investor means a person or entity whose name appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to the Fund in connection therewith;

  • Qualified Institutional Buyer means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Applicant’s Qualified Investment means the Qualified Investment of the Applicant during the Qualifying Time Period and as more fully described in EXHIBIT 3 of this Agreement.

  • Accredited school means a school that is accredited by an accrediting agency, recognized according to Minn. Stat. § 123B.445 or recognized by the Commissioner of the Minnesota Department of Education (MDE).

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Qualified investment has the meaning set forth in Section 313.021(1) of the TEXAS TAX CODE, as interpreted by the Comptroller’s Rules.

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Credited Interest means interest on Member contributions to the Plan compounded annually from the end of the Plan Year in which contributions were made to the first day of the calendar month in which a determination thereof is to be made. Provided however, that such compounding shall commence from May 1st, 1972 for determinations being made in respect to contributions made prior to that date. The rate of interest used in compounding Credited Interest in any Plan Year shall be the average of the rate in effect on the first day of each month during the previous Plan Year for non-checking savings accounts administered by the Bank with which the Company transacts the majority of its banking business. Effective January 1, 1988, Credited Interest in respect to a Member's required contributions to the Plan shall be calculated on the basis of the yields of five-year personal fixed term chartered bank deposit rates, as determined from CANSIM B14045, published monthly in the Bank of Canada Review, averaged over a reasonably recent period, such averaging period not to exceed twelve (12) months. Interest shall be credited at the end of each Plan Year. The method of crediting interest for each Plan Year shall be as follows: