Regulation S Exemption definition

Regulation S Exemption. The distribution of the Securities to the Stockholder at the Closing is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”) pursuant to . Stockholder represents and warrants that Stockholder
Sample 1
Regulation S Exemption. Each Purchaser understands that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act of 1933, as amended (“Securities Act”) and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of each Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of each Purchaser to acquire the Shares. In this regard, Each Purchaser represents, warrants and agrees that:
Sample 1

Examples of Regulation S Exemption in a sentence

  • The Stock Issuance will be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), under any of Regulation S promulgated by the United States Securities and Exchange Commission ("SEC") under the Securities Act (the "Regulation S Exemption"), or Rule 506 under Regulation D promulgated under the Securities Act (the "Regulation D Exemption").

  • Xxxxxxx Common Shares issued under the Regulation S Exemption or the Regulation D Exemption shall be considered “restricted securities” as defined in Rule 144(a)(3) promulgated under the Securities Act (the “Restricted Securities”), and the holders thereof will not re-offer or resell those restricted securities other than in conformity with the registration requirements of the Securities Act, or pursuant to Rule 144 promulgated thereunder, or pursuant to another available exemption from those requirements.

Related to Regulation S Exemption

  • Class Exemption A class exemption granted by the U.S. Department of Labor, which provides relief from certain of the prohibited transaction provisions of ERISA and the related excise tax provisions of the Code.

  • INHAM Exemption is defined in Section 6.2(e).

  • QPAM Exemption is defined in Section 6.2(d).

  • Regulation S-K means Regulation S-K promulgated under the Securities Act.

  • Regulation S-T means Regulation S-T of the Commission.

  • Regulation S-X means Regulation S-X under the Securities Act.

  • Regulation S Investor With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate pursuant to Regulation S.

  • Regulation CF means Regulation Crowdfunding promulgated under the Securities Act.

  • New Exemption means the exemption from real property taxation provided hereunder with respect to the Exemption Area.

  • Underwriter’s Exemption Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as amended (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.

  • AIFM Regulation means Commission Delegated Regulation (EU) No. 231/2013.

  • Section 162(m) Exemption means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.

  • Regulation E includes specific rules for all parties involved governing the issuance and use of Debit Cards and the processing of On-line Debit Card Transactions.

  • Regulation RR means Regulation RR under the Exchange Act (17 C.F.R. §246.1, et seq.).

  • Regulation S Global Certificate With respect to any Class of Book-Entry Non-Registered Certificates offered and sold outside of the United States in reliance on Regulation S, a single global Certificate, or multiple global Certificates collectively, in definitive, fully registered form without interest coupon, each of which Certificates bears a Regulation S Legend.

  • FRB Regulation D means Regulation D as promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as amended.

  • EEA Regulations means the Immigration (European Economic Area) Regulations 2006.

  • Regulation S Global Note means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.

  • Market Abuse Regulation means Regulation (EC) No …/… of the European Parliament and of the Council on insider dealing and market manipulation (market abuse);

  • Regulation A means Regulation A of the Federal Reserve Board as in effect from time to time.

  • Regulation S Securities means all Initial Securities offered and sold outside the United States in reliance on Regulation S.

  • Regulation means a regulation made under this Act;

  • Transfer Regulations means the Transfer of Undertakings (Protection of Employment) Regulations 2006;