Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 152 contracts
Samples: Securities Purchase Agreement (Data443 Risk Mitigation, Inc.), Securities Purchase Agreement (Crown Electrokinetics Corp.), Agreement (JR Resources Corp.)
Investment Company. The Company is not, and is not an Affiliate affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 105 contracts
Samples: Agreement and Plan of Merger (All for One Media Corp.), Agreement and Plan of Merger, Securities Purchase Agreement (Imperalis Holding Corp.)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing will not have become, an “"investment company” " within the meaning of the Investment Company Act of 1940, as amended.
Appears in 31 contracts
Samples: Securities Purchase Agreement (SMSA Palestine Acquistion Corp.), Stock Purchase Agreement (China Agritech Inc), Securities Purchase Agreement (Simtek Corp)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing will not have become, an “investment company,” an Affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 19 contracts
Samples: Securities Purchase Agreement (InsPro Technologies Corp), Securities Purchase Agreement (InsPro Technologies Corp), Securities Purchase Agreement (InsPro Technologies Corp)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 10 contracts
Samples: Share Exchange and Funding Agreement, Share Exchange Agreement (Imperalis Holding Corp.), Share Exchange Agreement (Imperalis Holding Corp.)
Investment Company. The Company Acquiror is not, and is not an Affiliate affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 8 contracts
Samples: Share Exchange Agreement (Agm Group Holdings, Inc.), Share Exchange Agreement (Legacy Ventures International Inc.), Share Exchange Agreement (Sweets & Treats Inc.)
Investment Company. The Company and each Subsidiary is not, and is not an Affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Omnitek Engineering Corp), Securities Purchase Agreement (Organic to Go Food CORP), Note Purchase Agreement (Organic to Go Food CORP)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 8 contracts
Samples: Share Exchange Agreement (Novint Technologies Inc), Share Exchange Agreement (Novint Technologies Inc), Agreement and Plan of Merger and Reorganization (Integrated Security Systems Inc)
Investment Company. The Company is notNeither the Acquiror nor its affiliate, and is not an Affiliate of, and immediately following the Closing Closing, will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 6 contracts
Samples: Share Exchange Agreement (Reign Resources Corp), Share Exchange Agreement (Gratitude Health, Inc.), Share Exchange Agreement (Friendable, Inc.)
Investment Company. The Company is not, and is not an Affiliate affiliate of, and immediately following the Closing will not have become, an “"investment company” " within the meaning of the Investment Company Act of 1940, as amended.
Appears in 4 contracts
Samples: Share Exchange Agreement (SweeGen, Inc.), Share Exchange Agreement (BTHC Iii Inc.), Share Exchange Agreement (MGCC Investment Strategies Inc)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing of the Offering will not have becomebe, an “investment company” within the meaning of that term under the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Tenfold Corp /Ut), Securities Purchase Agreement (Tenfold Corp /Ut), Securities Purchase Agreement (Tenfold Corp /Ut)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 4 contracts
Samples: Purchase Agreement (Tut Systems Inc), Securities Purchase Agreement (Medicalcv Inc), Purchase Agreement (GoFish Corp.)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing will not have become, an “"investment company” " within the meaning of the Investment Company Act of 1940, as amended.
Appears in 3 contracts
Samples: Purchase Agreement (Las Vegas Railway Express, Inc.), Purchase Agreement (Calypte Biomedical Corp), Purchase Agreement (Epicus Communications Group Inc)
Investment Company. The Company Monaker is not, and is not an Affiliate affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 3 contracts
Samples: Share Exchange Agreement (Monaker Group, Inc.), Share Exchange Agreement (Monaker Group, Inc.), Share Exchange Agreement (Monaker Group, Inc.)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing will not have becomebe, an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amendedamended (the “Investment Company Act”). For the avoidance of doubt, the Company does not represent or warrant with respect to the “investment company” status (within the meaning of the Investment Company Act) of the Investor.
Appears in 3 contracts
Samples: Purchase Agreement, Purchase Agreement (BBX Capital Corp), Purchase Agreement (BFC Financial Corp)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing and the application at the proceeds therefrom will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Activeworlds Corp), Securities Purchase Agreement (Kingold Jewelry, Inc.), Securities Purchase Agreement (Kingold Jewelry, Inc.)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing of the transactions contemplated hereunder will not have becomebe, an “investment company” within the meaning of that term under the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC.
Appears in 3 contracts
Samples: Subscription Agreement (Vcampus Corp), Subscription Agreement (Vcampus Corp), Subscription Agreement (Vcampus Corp)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following after the Closing will not have becomebe, required to register as an “investment company” within the meaning of as such term is defined in the Investment Company Act of 1940, as amended.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Fusion Pharmaceuticals Inc.), Securities Purchase Agreement (Fusion Pharmaceuticals Inc.)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following upon receipt and application of the purchase price for the Securities at Closing will not have become, an “"investment company” " within the meaning of the Investment Company Act of 1940, as amended.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Tripos Inc), Securities Purchase Agreement (Midwood Capital Management LLC)
Investment Company. The Company is not, and is not an Affiliate affiliate of, and immediately following the Initial Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 2 contracts
Samples: Share Exchange Agreement (Fero Industries, Inc.), Share Exchange Agreement (Fero Industries, Inc.)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Initial Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 2 contracts
Samples: Note Purchase Agreement (World Heart Corp), Note Purchase Agreement (Abiomed Inc)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the each Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 2 contracts
Samples: Securities Purchase Agreement (KeyStar Corp.), Securities Purchase Agreement (Magellan Petroleum Corp /De/)
Investment Company. The Company Buyer is not, and is not an Affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Gex Management, Inc.), Stock Purchase Agreement (Freestone Resources, Inc.)
Investment Company. The Acquiror Company is not, and is not an Affiliate affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 2 contracts
Samples: Share Exchange Agreement (JINHAO MOTOR Co), Share Exchange Agreement (China Chemical Corp.)
Investment Company. The Company is not, and is not an Affiliate of, and will not be immediately following the Closing will not have becomeClosing, an “"investment company” " within the meaning of the Investment Company Act of 1940, as amended.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Emagin Corp), Securities Purchase Agreement (Emagin Corp)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following after the Closing Closing, will not have becomebe or be an Affiliate of, an “"investment company” " within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an "investment company" subject to registration under the Investment Company Act of 1940, as amended.
Appears in 2 contracts
Samples: Securities Purchase and Exchange Agreement (Volcon, Inc.), Securities Purchase and Exchange Agreement (Volcon, Inc.)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following upon the Closing will not have become, an “"investment company” " within the meaning of the Investment Company Act of 1940, as amended.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Electronic Control Security Inc), Securities Purchase Agreement (TNX Television Holdings Inc)
Investment Company. The Company is not, and is not an Affiliate affiliate of, and at the time of immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (International Western Petroleum, Inc.)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following upon the Closing will not have becomebe, an “"investment company” within the meaning of " as such term is defined in the Investment Company Act of 1940, as amended.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Applied Therapeutics Inc.), Securities Purchase Agreement (Applied Therapeutics Inc.)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following after the Closing Closing, will not have becomebe or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.
Appears in 2 contracts
Samples: Senior Secured Note Purchase Agreement (Vendingdata Corp), Senior Secured Note Purchase Agreement (Vendingdata Corp)
Investment Company. The Company is notis, and is not an Affiliate affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 2 contracts
Samples: Share Exchange Agreement (RussOil CORP), Share Exchange Agreement (RussOil CORP)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following after the Closing will not have becomebe, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Samples: Selling Stockholder and Securities Purchase Agreement (Xenonics Holdings, Inc.)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the First Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Samples: Securities Purchase Agreement (Marlborough Software Development Holdings Inc.)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing will not have become, an investment company, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Samples: Share Exchange Agreement (Hanover Portfolio Acquisitions, Inc.)
Investment Company. The Company is not, and is ------------------ not an Affiliate affiliate of, and immediately following the Closing will not have become, an “"investment company” " within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Samples: Share Exchange Agreement (Matador Acquisition CORP)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing of the Offering will not have becomebe, an “"investment company” " within the meaning of that term under the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.
Appears in 1 contract
Samples: Securities Purchase Agreement (Women First Healthcare Inc)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing and issuance of the Debentures and the Shares will not have becomebe, nor is it an “Affiliate of an "investment company” " within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Samples: Securities Purchase Agreement (Yes Entertainment Corp)
Investment Company. The Company is not, and is not an Affiliate affiliate of, and immediately following the Closing will not have become, an become and “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Investment Company. The As of the Closing, the Company is not, and is not an Affiliate of, and immediately following the Closing will not have become, an “"investment company” " within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Investment Company. The Company Wealth is not, and is not an Affiliate affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Investment Company. The Company Holdings is not, and is not an Affiliate affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Investment Company. The Company is not, and is not an Affiliate of, and immediately following after the Closing will not have becomebe, an “"investment company” " within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Investment Company. The Company Corporation is not, and is not an Affiliate affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Samples: Share Exchange Agreement
Investment Company. The the Company is not, and is not an Affiliate affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing Closing, will not have become, be an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.
Appears in 1 contract
Samples: Securities Purchase Agreement (Twinlab Consolidated Holdings, Inc.)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following each of the First Closing and Second Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Investment Company. The Company is not, and is not an Affiliate of, and immediately following after the Closing Closing, will not have becomebe or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act of 1940, as amended.
Appears in 1 contract
Samples: Production Payment Purchase Agreement and Assignment (Golden Phoenix Minerals Inc /Mn/)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amendedAct.
Appears in 1 contract
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing (after taking into account the receipt of the Investment Amounts from all of the Investors) will not have become, an “"investment company” " within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sys)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the any such Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Samples: Securities Purchase Agreement (Silverstar Holdings LTD)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing ------------------ and issuance of the Convertible Debentures and the Shares will not have becomebe, nor is it an “Affiliate of an "investment company” " within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Samples: Convertible Debenture and Convertible Preferred Stock Purchase Agreement (Yes Entertainment Corp)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing and upon the issuance of the Conversion Shares, will not have becomebe, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Ecotality, Inc.)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing will not have become, an “"investment company” " within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Investment Company. The Company is not, and is not an Affiliate affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Seller Act of 1940, as amended.
Appears in 1 contract
Samples: Share Exchange Agreement (Joway Health Industries Group Inc)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.. (z)
Appears in 1 contract
Samples: Securities Purchase Agreement
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing will not have becomebe or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Investment Company. The Company is not, and is not an Affiliate affiliate (as defined in the Canadian Business Corporations Act) of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Samples: Share Exchange Agreement (Pioneer Power Solutions, Inc.)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing will not have becomebe, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Samples: Securities Purchase Agreement (Great American Group, Inc.)
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the Closing Date will not have become, an “"investment company” " within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Investment Company. The Company is not, and is not an Affiliate of, and immediately following the each Closing will not have become, an “"investment company” " within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Investment Company. The Company is not, and is not an Affiliate affiliate of, and immediately following the Closing will not have become, become an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Appears in 1 contract
Samples: Securities Exchange Agreement (Lifeapps Brands Inc.)
