Accredited Investor Status of Entity Clause Samples

The Accredited Investor Status of Entity clause establishes that an entity participating in a transaction meets the legal requirements to be considered an accredited investor under applicable securities laws. This typically involves confirming that the entity has sufficient assets, income, or other qualifying characteristics, such as being a financial institution or a large business, to participate in certain investment opportunities. By including this clause, parties ensure compliance with securities regulations and limit the offering to qualified investors, thereby reducing regulatory risk and ensuring that only sophisticated entities are involved in the transaction.
Accredited Investor Status of Entity. Please cheek the appropriate description which applies to you. (a) A bank, as defined in Section 3 (a)(2) of the Securities Act of 1933, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act of 1933, whether you are acting in an individual or a fiduciary capacity. (b) An insurance company, as defined in Section 2(13) of the Securities Act of 1933. (c) An investment company registered under the Investment Company Act of 1940. (d) A business development company, as defined in Section (a)(48) of the Investment Company Act of 1940. (e) A small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. (f) An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 and the investment is made by you as a plan fiduciary, as defined in Section 3(21) of such Act, and you are a bank, insurance company or a registered investment advisor, or you have total assets in excess of $5 million. (g) A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. (h) An organization described in Section 501 (c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities, with total assets in excess of $5 million. (i) An entity (other than a trust which must meet (j), below) in which all of the equity owners are accredited investors and meet at least one of the criteria listed in Part I, Section 8 of this Questionnaire. (j) A trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring Securities, whose purchase is directed by a person with such knowledge and experience in financial and business matters that (s)he is capable of evaluating the merits and risks of the prospective investment. If you checked (i), please complete the following part of this question: (1) List all equity owners: __________________________________ (2) What is the type of entity? _______________________________ (3) Attach a copy of your resolutions or other evidence of the entity’s authority to make this investment. (4) Represent that each equity owner qualifies individually to Part I, Section 8 of this Questionnaire by printing each equity owners name below (you may include an additional sheet if necessary): __...
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Accredited Investor Status of Entity. Please cheek the appropriate description which applies to you. _____ (a) A bank, as defined in Section 3 (a)(2) of the Securities Act of 1933, or any savings and loan association or other institution as defined in Section Subscription Agreement (a) (5)(A) of the Securities Act of 1933, whether you are acting in an individual or a fiduciary capacity. (b) An insurance company, as defined in Section 2(13) of the Securities Act of 1933. (c) An investment company registered under the Investment Company Act of 1940. _____ (d) A business development company, as defined in Section (a)(48) of the Investment Company Act of 1940. _____ (e) A small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.
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Accredited Investor Status of Entity. Please cheek the appropriate description which applies to you. _____ (a) A bank, as defined in Section 3 (a)(2) of the Securities Act of 1933, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act of 1933, whether you are acting in an individual or a fiduciary capacity. Subscription Agreement _____ (b) An insurance company, as defined in Section 2(13) of the Securities Act of 1933.
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Related to Accredited Investor Status of Entity

  • 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 Investor Status or Investment Limits Subscriber represents that either: (i) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information set forth in response to question (c) on the signature page hereto concerning Subscriber is true and correct; or (ii) The purchase price set out in paragraph (b) of the signature page to this Subscription Agreement, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth. Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

  • Accredited Investor The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

  • Transfers to Non-QIB Institutional Accredited Investors The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign Person"): (i) the Registrar shall register the transfer of any Note, whether or not such Note bears the Private Placement Legend, if (x) (A) the requested transfer is at least two years after the later of the Issue Date of the Notes and (B) the proposed transferee has certified to the Registrar that the requested transfer is at least two years after last date on which such Note was held by an Affiliate of the Company, or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit E hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; and (ii) if the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause (i) and (y) instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Certificated Notes of like tenor and amount.

  • Accredited Investors Each of the Consultants represents and warrants that, by reason of income, net assets, education, background and business acumen, the Consultants have the experience and knowledge to evaluate the risks and merits attendant to an investment in shares of common stock of ▇▇▇▇▇▇▇▇, either singly or through the aid and assistance of a competent professional, and are fully capable of bearing the economic risk of loss of the total investment of services; further, they are "accredited investors" as that term is defined under the 1933 Act or the rules and regulations promulgated thereunder.