No Disqualification Events. None of the Company, any Subsidiary, any of their predecessors, any affiliated issuer, any director, executive officer, other officer of the Company or any Subsidiary 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 16 contracts
Sources: Equity Purchase Agreement (Global Diversified Marketing Group Inc.), Note and Warrant Purchase Agreement (Astro Aerospace Ltd.), Equity Purchase Agreement (FACT, Inc.)
No Disqualification Events. None of the Company, any Subsidiary, any of their predecessors, any affiliated issuer, any director, executive officer, other officer of the Company or any Subsidiary 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 (viii506(d)(1) 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 14 contracts
Sources: Equity Purchase Agreement (Momentus Inc.), Equity Purchase Agreement (BrooQLy Inc.), Equity Purchase Agreement (Super League Enterprise, Inc.)
No Disqualification Events. None of the Company, any Subsidiary, any of their its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company or any Subsidiary participating in the offering sale of Securities 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 3 contracts
Sources: Securities Purchase Agreement (TPT Global Tech, Inc.), Securities Purchase Agreement (TPT Global Tech, Inc.), Securities Purchase Agreement (Lifelogger Technologies Corp)
No Disqualification Events. None Except as disclosed in the SEC Documents, none of the Company, any Subsidiary, any of their its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company or any Subsidiary 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: Purchase Agreement (Meta Materials Inc.), Purchase Agreement (Meta Materials Inc.)
No Disqualification Events. None of the Company, any Subsidiary, any of their predecessors, any affiliated issuer, any director, executive officer, other officer of the Company or any Subsidiary 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 (viii506(d)(1) 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: Equity Purchase Agreement (Molecular Data Inc.), Equity Purchase Agreement (Sphere 3D Corp)
No Disqualification Events. None of the Company, any SubsidiaryApexigen, any of their its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company or any Subsidiary Apexigen participating in the offering contemplated hereby, any beneficial owner of 20% or more of the CompanyApexigen’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 Apexigen in any capacity at the time of sale (each, an a “Apexigen 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 Apexigen has exercised reasonable care to determine whether any Apexigen Issuer Covered Person is subject to a Disqualification Event.
Appears in 2 contracts
Sources: Purchase Agreement (Brookline Capital Acquisition Corp.), Purchase Agreement (Brookline Capital Acquisition Corp.)
No Disqualification Events. None of the Company, any Subsidiary, any of their its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company or any Subsidiary participating in the offering of the Shares contemplated herebyby this Agreement, or to the Company’s knowledge, any beneficial owner 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: Common Stock Purchase Agreement (Assembly Biosciences, Inc.)
No Disqualification Events. None of the Company, any Subsidiary, any of their its predecessors, any affiliated issuer, nor to the Company’s knowledge, any director, executive officer, other officer of the Company or any Subsidiary 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
Sources: Purchase Agreement (Advent Technologies Holdings, Inc.)
No Disqualification Events. None of the Company, any Subsidiary, any of their its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company or any Subsidiary participating in the offering sale of Securities contemplated hereby, any beneficial owner of twenty percent (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: Securities Purchase Agreement (Greenhouse Solutions, Inc.)
No Disqualification Events. None of the Company, any Subsidiary, any of their predecessors, any affiliated issuer, any director, executive officer, other officer of the Company or any Subsidiary 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 (viii506(d)(1) 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: Equity Purchase Agreement (Digital Brands Group, Inc.)