No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, 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”) 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) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 144 contracts
Sources: Securities Purchase Agreement (Splash Beverage Group, Inc.), Common Stock Purchase Agreement (Digital Ally, Inc.), Purchase Agreement (BullFrog AI Holdings, Inc.)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s '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”) 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) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 79 contracts
Sources: Ordinary Share Purchase Agreement (Blue Gold LTD), Ordinary Share Purchase Agreement (Blue Gold LTD), Common Stock Purchase Agreement (Upexi, Inc.)
No Disqualification Events. None of the Company, any of its their predecessors, any affiliated issuer, any director, general partner executive officer, other officer of the Company participating in the offering contemplated hereby, 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”) 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) under the Securities Act. The Company has have exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 25 contracts
Sources: Common Stock Purchase Agreement (Nukkleus Inc.), Common Stock Purchase Agreement (Windtree Therapeutics Inc /De/), Common Stock Purchase Agreement (Cero Therapeutics Holdings, Inc.)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyhereunder, any beneficial owner of twenty percent (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 Act1▇▇▇ ▇▇▇) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 19 contracts
Sources: Securities Purchase Agreement (Tego Cyber, Inc.), Securities Purchase Agreement (SIMPLICITY ESPORTS & GAMING Co), Securities Purchase Agreement (SIMPLICITY ESPORTS & GAMING Co)
No Disqualification Events. None To the Company’s knowledge, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s '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”) 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) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 18 contracts
Sources: Subscription Agreement (Mabvax Therapeutics Holdings, Inc.), Subscription Agreement (Majesco Entertainment Co), Subscription Agreement (Majesco Entertainment Co)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering Transaction contemplated hereby, 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”) 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) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 15 contracts
Sources: Securities Purchase Agreement (Universal Safety Products, Inc.), Securities Purchase Agreement (Hyperscale Data, Inc.), Securities Purchase Agreement (Hyperscale Data, Inc.)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s '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”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities 1933 Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 14 contracts
Sources: Securities Purchase Agreement (Biolargo, Inc.), Securities Purchase Agreement (Rennova Health, Inc.), Securities Purchase Agreement (KonaRed Corp)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering transactions contemplated hereby, 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”) 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) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 13 contracts
Sources: Purchase Agreement (Callan JMB Inc.), Purchase Agreement (Callan JMB Inc.), Purchase Agreement (Agrify Corp)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, 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”") 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) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 9 contracts
Sources: Purchase Agreement (X4 Pharmaceuticals, Inc), Purchase Agreement (Cognition Therapeutics Inc), Purchase Agreement (Marker Therapeutics, Inc.)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, 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”) 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) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 7 contracts
Sources: Securities Purchase Agreement (Mullen Automotive Inc.), Securities Purchase Agreement (Mullen Automotive Inc.), Exchange Agreement (Net Element, Inc.)
No Disqualification Events. None To the Company’s knowledge, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, 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”) 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) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 7 contracts
Sources: Subscription Agreement (Polarityte, Inc.), Subscription Agreement (Function(x) Inc.), Securities Purchase Agreement (Dataram Corp)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyhereunder, 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”) 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) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 7 contracts
Sources: Securities Purchase Agreement (Tantech Holdings LTD), Note and Warrant Purchase Agreement (Agrify Corp), Note and Warrant Purchase Agreement (Agrify Corp)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of twenty percent (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”) 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) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 7 contracts
Sources: Common Stock Purchase Agreement (Scilex Holding Co), Common Stock Purchase Agreement (Capstone Holding Corp.), Common Stock Purchase Agreement (Capstone Holding Corp.)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s '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”") is subject to any of the “"Bad Actor” " disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities 1933 Act (a “"Disqualification Event”"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 6 contracts
Sources: Note Purchase Agreement (Top Ships Inc.), Note Purchase Agreement (Top Ships Inc.), Note Purchase Agreement (Top Ships Inc.)
No Disqualification Events. None of the Company, nor to the knowledge of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, 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”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 5 contracts
Sources: Share Purchase Agreement (OXBRIDGE RE HOLDINGS LTD), Securities Purchase Agreement (Cesca Therapeutics Inc.), Securities Purchase Agreement (Cesca Therapeutics Inc.)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s '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”") 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) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 3 contracts
Sources: Purchase Agreement (Cannapharmarx, Inc.), Purchase Agreement (Galaxy Next Generation, Inc.), Stock Purchase Agreement (Premier Biomedical Inc)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s '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 Act1▇▇▇ ▇▇▇) connected with the Company in any capacity at the time of sale (each, an “"Issuer Covered Person”") is subject to any of the “"Bad Actor” " disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities 1933 Act (a “"Disqualification Event”"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 3 contracts
Sources: Note Purchase Agreement (Top Ships Inc.), Securities Purchase Agreement (Tantech Holdings LTD), Stock Purchase Agreement (Dehaier Medical Systems LTD)
No Disqualification Events. None To the Company’s Knowledge, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s '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”) 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) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 3 contracts
Sources: Subscription Agreement (Bitcoin Shop Inc.), Subscription Agreement (VistaGen Therapeutics, Inc.), Subscription Agreement (Bitcoin Shop Inc.)
No Disqualification Events. None of the Company, any Subsidiary, any of its their predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyor any Subsidiary, 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”) 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) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 3 contracts
Sources: Promissory Note Purchase Agreement (Bridgeway National Corp.), Promissory Note Exchange Agreement (General Cannabis Corp), Promissory Note Purchase Agreement (General Cannabis Corp)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, 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”) 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) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 3 contracts
Sources: Purchase Agreement (Costas Inc), Purchase Agreement (Lithium Corp), Purchase Agreement (Beyond Air, Inc.)
No Disqualification Events. None of the Company, nor to the knowledge of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, 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 Act1▇▇▇ ▇▇▇) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Cesca Therapeutics Inc.), Securities Purchase Agreement (Cesca Therapeutics Inc.), Securities Purchase Agreement (22nd Century Group, Inc.)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s '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”) 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) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Investview, Inc.), Common Stock Purchase Agreement (Lantronix Inc), Subscription Agreement (Sevion Therapeutics, Inc.)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering transactions contemplated hereby, any beneficial owner of 20% or more of the Company’s '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”) 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) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 3 contracts
Sources: Purchase Agreement (Imageware Systems Inc), Purchase Agreement (Imageware Systems Inc), Purchase Agreement (VistaGen Therapeutics, Inc.)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering transactions contemplated hereby, nor, to the Knowledge of the Company, 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”) 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) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 2 contracts
Sources: Securities Purchase Agreement (HeartCore Enterprises, Inc.), Securities Purchase Agreement (HeartCore Enterprises, Inc.)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyoffering, 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 a “Issuer Company Covered Person” and, together, “Company 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) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Company Covered Person is subject to a Disqualification Event.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Marina Biotech, Inc.), Securities Purchase Agreement (Marina Biotech, Inc.)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, 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 Act1▇▇▇ ▇▇▇) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities 1933 Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 2 contracts
Sources: Securities Purchase Agreement (TWO RIVERS WATER & FARMING Co), Securities Purchase Agreement (Quantum Materials Corp.)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering transactions contemplated hereby, 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”) 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) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 2 contracts
Sources: Purchase Agreement (Emmaus Life Sciences, Inc.), Purchase Agreement (Alpine 4 Technologies Ltd.)
No Disqualification Events. None of the CompanyCorporation, any of its their predecessors, any affiliated issuer, any director, general partner executive officer, other officer of the Company Corporation participating in the offering contemplated hereby, any beneficial owner of 20% or more of the CompanyCorporation’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 Corporation in any capacity at the time of sale (each, an “Issuer Covered Person”) 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) under the Securities Act. The Company has Corporation have exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 2 contracts
Sources: Subscription Agreement (Aptose Biosciences Inc.), Subscription Agreement (Aptose Biosciences Inc.)
No Disqualification Events. None No Company Entity, and none of the Company, any of its their respective predecessors, any affiliated issuer, any director, executive officer, other officer of the any Company participating in the offering contemplated herebyEntity, any beneficial owner of 20% or more of the Companyany Company Entity’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 any Company Entity in any capacity at the time of sale (each, an “Issuer Covered Person”) 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) under the Securities Act. The Each Company Entity has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 2 contracts
Sources: Merger Agreement (Sollensys Corp.), Merger Agreement (Sollensys Corp.)
No Disqualification Events. None of the Company, any of its their predecessors, any affiliated issuer, any director, general partner, executive officer, other officer of the Company participating in the offering contemplated hereby, 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”) 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) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 2 contracts
Sources: Ordinary Shares Purchase Agreement (Fusion Fuel Green PLC), Ordinary Shares Purchase Agreement (Fusion Fuel Green PLC)
No Disqualification Events. None of the Company, nor, to its knowledge, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyhereunder, 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 Act1▇▇▇ ▇▇▇) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Foothills Exploration, Inc.), Securities Purchase Agreement (Foothills Exploration, Inc.)
No Disqualification Events. None of the Company▇▇▇▇▇▇, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company ▇▇▇▇▇▇ participating in the offering contemplated hereby, 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 a “▇▇▇▇▇▇ Issuer Covered Person”) 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) under the Securities Act. The Company ▇▇▇▇▇▇ has exercised reasonable care to determine whether any ▇▇▇▇▇▇ Issuer Covered Person is subject to a Disqualification Event.
Appears in 1 contract
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s '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 Act1▇▇▇ ▇▇▇) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “"Bad Actor” " disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 1 contract
Sources: Securities Purchase Agreement (WPCS International Inc)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s '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 Act193▇ ▇▇▇) connected ▇onnected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 1 contract
Sources: Securities Purchase Agreement (Skyline Medical Inc.)
No Disqualification Events. None To the Company's knowledge, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated herebyhereunder, any beneficial owner of 20% or more of the Company’s '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”") is subject to any of the “"Bad Actor” " disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities 1933 Act (a “"Disqualification Event”"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 1 contract
Sources: Securities Purchase Agreement (Generex Biotechnology Corp)
No Disqualification Events. None To the Company’s Knowledge, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s '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”) is subject to any of the “"Bad Actor” " disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 1 contract
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s '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”) 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) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Appears in 1 contract
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s '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 Act1▇▇▇ ▇▇▇) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities 1933 Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 1 contract
No Disqualification Events. None of the Company, any of its their predecessors, any affiliated issuer, any director, general partner executive officer, other officer of the Company participating in the offering Transaction contemplated hereby, 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”) 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) under the Securities Act. The Company has have exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Annovis Bio, Inc.)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering transactions contemplated hereby, 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”) 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) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 1 contract
Sources: Securities Purchase Agreement (Tivic Health Systems, Inc.)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s '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”) 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) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event..
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Monogram Orthopaedics Inc)
No Disqualification Events. None To the Company’s knowledge, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s '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”) 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) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 1 contract
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering transactions contemplated hereby, 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”) 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) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. (oo) . Except as set forth on Schedule 4(nn), the Company is not aware of any Person that has been or will be paid (directly or indirectly) remuneration for solicitation of Buyer or potential purchasers in connection with the sale of any Regulation D Securities.
Appears in 1 contract
No Disqualification Events. None To the Company’s Knowledge, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s '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”) 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) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 1 contract
Sources: Secured Convertible Promissory Notes Subscription Agreement (Nuvel Holdings, Inc.)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s '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”") is subject to any of the “"Bad Actor” " disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities 1933 Act (a “"Disqualification Event”"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 1 contract
Sources: Securities Purchase Agreement (Intercloud Systems, Inc.)
No Disqualification Events. None To the Company’s Knowledge, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s its 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”) 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) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 1 contract
Sources: Securities Purchase Agreement (Ecosphere Technologies Inc)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, 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 5 WA 7935889.6 at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities 1933 Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 1 contract
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s '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 1933 Act) connected with the Company in any capacity at the time of sale ▇▇ ▇▇▇▇ (each, an “Issuer Covered Person”"ISSUER COVERED PERSON") is subject to any of the “"Bad Actor” " disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities 1933 Act (a “Disqualification Event”"DISQUALIFICATION EVENT"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities 1933 Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 1 contract
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s '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”) 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) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. Section 5.45. [Reserved.]
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Greenidge Generation Holdings Inc.)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, 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”) 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) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.. (dd)
Appears in 1 contract
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, 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 such 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”) 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) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 1 contract
Sources: Purchase Agreement (Gelteq LTD)
No Disqualification Events. None of the Company, any or to the knowledge of its predecessorsthe Company, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s '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”) 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) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 1 contract
No Disqualification Events. None To the Company’s Knowledge, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, 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”) 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) under the Securities Act). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
Appears in 1 contract