BAD ACTOR QUESTIONNAIRE Sample Clauses

BAD ACTOR QUESTIONNAIRE. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? Yes ☐ (If yes, please continue to Question 1.a) No ☐ (If no, please continue to Question 2)
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BAD ACTOR QUESTIONNAIRE. You must fill out Part B of the only if one following categories applies to you in connection with the offer and sale of the Securities by the Corporation (the “Offering”). • any director, executive officer, other officer participating in the Offering; • general partner or managing member of the Corporation; • any beneficial owner of 20% of more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power; • any promoter connected with the Corporation in any capacity at the time of such sale; • any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering; • any general partner or managing member of any such investment manager or solicitor; or • any director, executive officer or other officer participating in the Offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor.
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BAD ACTOR QUESTIONNAIRE. If applicable, subscribers must read carefully, complete and sign the “Bad Actor” Questionnaire attached as Exhibit B. Rule 506 of Regulation D, promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Act, provides an exemption from the registration requirements of the Securities Act for offerings made to “Accredited Investors.” That exemption, however, is not available where any person participating in the offering is disqualified due to specified past misconduct. The “Bad Actor” Questionnaire aims to determine whether any person responsible for the Offering described is so disqualified. The Company and its counsel will rely on your answers in determining whether an exemption is available for the Offering. Please follow the instructions to the “Bad Actor” Questionnaire. If you have questions concerning any of the information called for, you may ask your lawyer, accountant, or the Company for assistance.
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BAD ACTOR QUESTIONNAIRE. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? Yes ☐ (If yes, please continue to Question 1.a) No ☐ (If no, please continue to Question 2) a) If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ☐ No ☐
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BAD ACTOR QUESTIONNAIRE. If your answer to a question is “Yes,” please attach a page with the details surrounding such answer.
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Related to BAD ACTOR QUESTIONNAIRE

  • Investor Questionnaire The undersigned represents and warrants to the Company that all information that the undersigned has provided to the Company, including, without limitation, the information in the Investor Questionnaire attached hereto or previously provided to the Company (the “Investor Questionnaire”), is correct and complete as of the date hereof.

  • 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.

  • CONFIDENTIAL INVESTOR QUESTIONNAIRE 7.1 The Subscriber represents and warrants that he, she or it comes within one category marked below, and that for any category marked, he, she or it has truthfully set forth, where applicable, the factual basis or reason the Subscriber comes within that category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY CONFIDENTIAL. The undersigned agrees to furnish any additional information which the Company deems necessary in order to verify the answers set forth below. Category A The undersigned is an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with his or her spouse, presently exceeds $1,000,000.

  • REGISTRATION STATEMENT QUESTIONNAIRE In connection with the preparation of the Registration Statement, please provide us with the following information:

  • Underwriters’ Questionnaire Your acceptance of the Invitation Wire for an Offering or your participation in an Offering as an Underwriter will confirm that you have no exceptions to the Underwriters’ Questionnaire attached as Exhibit A hereto (or to any other questions addressed to you in any Wires relating to the Offering previously sent to you), other than exceptions noted by you In Writing in connection with the Offering and received from you by us before the time specified in the Invitation Wire or any subsequent Wire.

  • QUESTIONNAIRE (1) (a) Full Legal Name of Selling Securityholder:

  • D&O Questionnaires To the Company’s knowledge, all information contained in the questionnaires completed by each of the Company’s directors and officers immediately prior to the Offering as well as in the Lock-Up Agreement provided to the Underwriters is true and correct in all respects and the Company has not become aware of any information which would cause the information disclosed in such questionnaires become inaccurate and incorrect.

  • Certification of Accuracy of Disclosure Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 Trading Days), and each time that (i) the Registration Statement or Prospectus shall be amended or supplemented, other than by means of Incorporated Documents, (ii) the Company files its Annual Report on Form 10-K under the Exchange Act, (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act, (iv) the Company files a Current Report on Form 8-K containing amended financial information (other than information that is furnished and not filed), if the Manager reasonably determines that the information in such Form 8-K is material, or (v) the Shares are delivered to the Manager as principal at the Time of Delivery pursuant to a Terms Agreement (such commencement or recommencement date and each such date referred to in (i), (ii), (iii), (iv) and (v) above, a “Representation Date”), unless waived by the Manager, the Company shall furnish or cause to be furnished to the Manager forthwith a certificate dated and delivered on the Representation Date, in form reasonably satisfactory to the Manager to the effect that the statements contained in the certificate referred to in Section 6 of this Agreement which were last furnished to the Manager are true and correct at the Representation Date, as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the date of delivery of such certificate.

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