Disqualification Event. With respect to the Securities to be offered and sold hereunder, none of the Company, any of its predecessors, any affiliated issuer, any director, general partner, managing member, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agents and the Investors a copy of any disclosures provided thereunder. The Company will notify the Placement Agents and the Investors in writing of any Disqualification Event relating to any Issuer Covered Person of which it becomes aware that was not previously disclosed to the Placement Agents or the Investors in accordance with this Section 2(o).
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Sources: Placement Agent Agreement (Transphorm, Inc.), Placement Agent Agreement (Transphorm, Inc.)
Disqualification Event. With respect to the Securities to be offered and sold hereunder, none of the Company, any of its predecessors, any affiliated issuer, any director, general partner, managing member, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agents Agent and the Investors a copy of any disclosures provided thereunder. The Company will notify the Placement Agents Agent and the Investors in writing of any Disqualification Event relating to any Issuer Covered Person of which it becomes aware that was not previously disclosed to the Placement Agents Agent or the Investors in accordance with this Section 2(o2(q).
Appears in 1 contract
Disqualification Event. With respect to the Securities to be offered and sold hereunder, none (a) None of the CompanySELLER, any of its predecessors, any affiliated issuerentity, any director, general partner, managing member, executive officer, other officer of the Company participating in the offering hereunderSELLER, any beneficial owner of 20% or more of the CompanySELLER’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity power at the time of sale (each, an a “Issuer Seller Covered Person” and, together, and together “Issuer Seller Covered Persons”) ), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii506(d)(1)(i)-(viii) under the Securities Act of 1933 (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2506 (d)(2) or (d)(3d) (3). The Company Disqualification Events are summarized on Exhibit “F”. SELLER has exercised reasonable care to determine whether any Issuer Seller Covered Person is subject to a Disqualification Event. The Company SELLER has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), ) and has furnished to the Placement Agents and the Investors ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. a copy of any disclosures disclosure provided thereunder. The Company .
(b) SELLER is not aware of any person (other than ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of Properties.
(c) SELLER will notify the Placement Agents and the Investors ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. in writing prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Seller Covered Person and (ii) any event that would, with the passage of which it becomes aware that was not previously disclosed time, become a Disqualification Event relating to the Placement Agents or the Investors in accordance with this Section 2(o)a Seller Covered Person.
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Sources: Buyer’s Agreement to Purchase Properties (Bakken Resources Inc)