Accredited Investor Exemption Sample Clauses

Accredited Investor Exemption. The Consultant is acquiring the Shares as principal for its own account for investment purposes only, not for the benefit of another person and not with a view to the resale or distribution of all or any of the Shares and it is an accredited investor, in which case the Consultant must complete and include Schedule "A" attached hereto;
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Accredited Investor Exemption. (i) The Subscriber is an “Accredited Investor” and the Subscriber has properly completed and duly executed the Accredited Investor Certificate attached to this Subscription Agreement as Schedule A indicating the means by which the Subscriber is an Accredited Investor and confirms the truth and accuracy of all statements made by the Subscriber in such certificate; and
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Accredited Investor Exemption. SBICOA represents and warrants that all of the shareholders of SBICOA entitled to vote on the plan of share exchange, and to receive shares of MEGA in the exchange, described herein are residents of Virginia, are "accredited investors," as that term is defined in 17 CFR 230.501(a), have sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment, and are able to bear the economic risks of the prospective investment. MEGA represents and warrants that all of the requirements of Virginia Code, Section 13.1-514B.19 and 21VAC5-40-140 incumbent on it to permit the MEGA Common Stock to be issued in the exchange to be offered and sold in reliance upon the accredited investor exemption from registration under the Virginia Securities Act are and will be met, satisfied, and discharged. Without limiting the generality of the foregoing, MEGA represents and warrants that it is not an issuer that is in the development stage that either has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person, and neither MEGA, nor any of MEGA's predecessors, nor any affiliated issuer, nor any MEGA's directors, officers, or beneficial owners of 10% or more of any class of its equity securities, nor any of MEGA's promoters presently connected with it in any capacity, nor any underwriter of the securities to be offered, nor any partner, director, or officer of such underwriter: (a) Within the last five years, has filed a registration statement which is the subject of a currently effective registration stop order entered by any state securities administrator or the SEC; (b) Within the last five years, has been convicted of any criminal offense in connection with the offer, purchase or sale of any security, or involving fraud or deceit; (c) Is currently subject to any state or federal administrative enforcement order or judgment, entered within the last five years, finding fraud or deceit in connection with the purchase or sale of any security; or (d) Is currently subject to any order, judgment or decree of any court of competent jurisdiction, entered within the last five years, temporarily, preliminarily, or permanently restraining or enjoining such party from engaging in or continuing to engage in any conduct or practice involving fraud or deceit in connection with the pur...
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Accredited Investor Exemption. (a) the Purchaser (or its disclosed principal) is a British Columbia, Alberta or Ontario resident, has completed the attached Accredited Investor Certificate and: [Initial the applicable box] ❑ (i) is an "accredited investor" and is purchasing the securities as principal, for its own account and not for the benefit of any other person, and is purchasing for investment only and not with a view to resale or distribution and no other person, company, firm or other organization has a beneficial interest in the said securities being purchased;
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Accredited Investor Exemption. (c) The Purchaser is purchasing the Shares as an accredited investor (as defined by National Instrument 45 106 under Canadian securities laws), a duly completed and executed copy of the Accredited Investor Confirmation in the form attached hereto as Schedule “D1” and for accredited investors that are individuals, Schedule “D2” – Form 45-106F9. If a purchaser of the Shares is an accredited investor who beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds CDN$5,000,000, the purchaser is not required to complete Schedule “D2” - NOTE: “individual” refers to a natural person.
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Accredited Investor Exemption. Each of the Sellers acknowledges its understanding that the offering and sale of the ITI Common Stock in connection with the Merger is intended to be exempt from registration under the Securities Act of 1933, as amended, by virtue of Section 4(2) of such Act and the provisions of Regulation D thereunder. Each of the Sellers is an "Accredited Investor" as that term is defined under such Regulation D under such Act.
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Related to Accredited Investor Exemption

  • Accredited Investor The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

  • Accredited Investor Status The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

  • Accredited Investors The Optionee is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

  • Qualified Institutional Buyer Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that it is a "qualified institutional buyer" within the meaning of Rule 144A under the 1933 Act (a "Qualified Institutional Buyer") and an "accredited investor" within the meaning of Rule 501(a) under the 1933 Act (an "Accredited Investor").

  • Qualified Institutional Buyers The Buyer owned and/or invested on a discretionary basis less than $100,000,000, but it is an entity in which all of the equity owners are qualified institutional buyers.

  • ACCREDITED INVESTOR QUESTIONNAIRE In order for the Company to offer and sell the Securities in conformance with state and federal securities laws, the following information must be obtained regarding your investor status. Please initial each category applicable to you as a Purchaser of Securities of the Company.

  • Regulation S Exemption The Purchaser understands that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares. In this regard, the Purchaser represents, warrants and agrees that:

  • Initial Purchasers as Qualified Institutional Buyers Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that:

  • Investment Intent; Accredited Investor The Investor is purchasing the Note and the Warrant for its own account, for investment purposes, and not with a view towards distribution. The Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D of the 1933 Act. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (a) evaluating the merits and risks of an investment in the Note, the Warrant and the Investor Shares and making an informed investment decision, (b) protecting its own interests and (c) bearing the economic risk of such investment for an indefinite period of time.

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