Example ContractsClausesPurchaser Ownership
Purchaser Ownership
Purchaser Ownership contract clause examples

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants, it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act.

Purchaser Ownership. Assuming that the Company’s representations in Section 2.5 with respect to the number of outstanding shares of Common Stock are accurate as of the Closing Date, the Purchaser and its Affiliates, including, but not limited to, [[Person A:Person]]rm.D., the Company’s Chairman of the Board of Directors, will not beneficially own more than 19.99% of the Common Stock immediately following the Closing. For purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act.

Purchaser Review. Prior to the expiration of the Due Diligence Period, Purchaser shall review title to the Premises as disclosed by the Title Commitment and the Survey and satisfy itself as to the availability from Escrow Agent of the Title Policy and all requested endorsements to such Title Policy.

Purchaser. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not have any liability:

At the time as the Purchaser was offered the Securities, he was, and as of the date hereof he is, an “accredited investor” as defined in Rule 501 under the Securities Act. The Purchaser is not a broker-dealer registered under Section 15 of the Exchange Act. The Purchaser is acting alone in his determination as to whether to invest in the Securities. The Purchaser is not a party to any voting agreements or similar arrangements with respect to the Securities. Except as expressly disclosed in a [Schedule 13D] or [Schedule 13G] (or amendments thereto) filed by the Purchaser with the Commission with respect to the beneficial ownership of the Company’s Common Stock, such Purchaser is not a member of a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, voting or disposing of the Securities. The Purchaser represents and warrants that he # is not and will not become a party to # any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any Person as to how such Person, if serving as a director or if elected as a director of the Company, will act or vote on any issue or question (a “Voting Commitment”) or # any Voting Commitment that could limit or interfere with such Person’s ability to comply, if serving as or elected as a director of the Company, with such Person’s fiduciary duties under applicable law; # is not and will not become a party to any agreement, arrangement or understanding with any Person other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Company.

Purchaser Default. If the Closing fails to occur as a result of any default by Purchaser, then provided Seller is not in default, Seller’s sole remedy shall be to terminate this Agreement by giving written notice thereof to Purchaser if such non-monetary default and, if such default is non-monetary, the same is not cured after five (5) days written notice to Purchaser, whereupon, the Earnest Money shall be delivered to Seller by the Escrow Agent and retained by Seller as liquidated damages as Seller’s sole and exclusive remedy, and neither party shall have any further liability or obligation to the other except for

Purchaser. On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following:

Purchaser Ownership. Assuming that the Company’s representations in Section 2.3 with respect to the number of outstanding shares of Common Stock are accurate as of the Closing, the Purchaser will not beneficially own more than 19.99% of the Common Stock immediately following the Closing. For purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act.

Purchaser Expenses. At Closing, Purchaser shall pay: # the premium for the Title Policy with extended coverage and all charges and expenses relating to any endorsements to the Title Policy (unless such endorsements are related to Seller Encumbrances), # one-half of any escrow or closing charges charged by Escrow Agent, # the recording and documentary fees incurred in connection with the Deed, # all costs related to Purchaser’s acquisition financing, # all charges and expenses relating to the Survey, and # any brokerage commission payable to Purchaser’s Broker (defined below).

Purchaser Ownership. Assuming that the Company’s representations in Section 2.5 with respect to the number of outstanding shares of Common Stock are accurate as of the Closing, the Purchaser will not beneficially own more than 19.99% of the Common Stock immediately following the Closing. For purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act.

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