Not a Registered Offering Sample Clauses

Not a Registered Offering. The Subscriber understands that the Shares have not been and are not being registered either with the U.S. Securities and Exchange Commission ("SEC") or with the secretary of state of the state of incorporation or place of business of the Subscriber, and are being offered and sold pursuant to the exemption from registration provided in Regulation D ("Regulation D") promulgated under the Securities Act of 1933 by the SEC (the "1933 Act"), and limited offering exemptions provided in the "Blue Sky" laws of the states of incorporation or place of business of the Subscriber, and that no governmental agency has recommended or endorsed the Shares or made any finding or determination relating to the adequacy or accuracy of the Memorandum or the fairness of an investment in the Company. Any representation to the contrary is a criminal offense.
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Not a Registered Offering. The undersigned understands that the Note issued hereunder (including any securities issuable upon conversion thereof) has not been and is not being registered with the SEC nor with the governmental entity charged with regulating the offer and sale of securities under the securities laws and regulations of the state of residence of the undersigned and are being offered and sold pursuant to the exemption from registration provided in Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation D (“Regulation D”) promulgated under the 1933 Act by the SEC and limited exemptions provided in the “Blue Sky” laws of the state of residence of the undersigned, and that no governmental agency has recommended or endorsed the Note or made any finding or determination relating to the fairness for investment of the Note (including any securities issuable upon conversion thereof) or of the adequacy of the information on file with the SEC or this Subscription Agreement. The undersigned is unaware of, and is in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the Note (including any securities issuable upon conversion thereof). The undersigned is purchasing the Note without being furnished any offering or sales literature or prospectus.
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Not a Registered Offering. Such Person understands that the Company Securities have not been registered either with the SEC or with the securities commission of any state and are being offered and sold pursuant to private offering exemptions therefrom, and that no Governmental Authority has recommended or endorsed the Company Securities or made any finding or determination relating to the adequacy or accuracy of information provided to such Person or to the fairness for public investment of interests in the Company.
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Not a Registered Offering. The undersigned understands that the Warrant Shares have not been and will not being registered with the Commission nor with the governmental entity charged with regulating the offer and sale of securities under the securities laws and regulations of the state of residence of the undersigned and are being offered and sold pursuant to the exemption from registration provided in Section 4(2) of the Securities Act, and Rule 506 of Regulation D (“Regulation D”) promulgated under the Securities Act by the Commission and limited exemptions provided in the “Blue Sky” laws of the state of residence of the undersigned, and that no governmental agency has recommended or endorsed the Warrant Shares nor made any finding or determination relating to the fairness for investment of the Warrant Shares or of the adequacy of the information on file with the Commission. The undersigned is unaware of, and is in no way relying on, any form of general solicitation or general advertising in connection with the undersigned’s decision to purchase the Warrant Shares. The undersigned is purchasing the Shares Warrant Shares without being furnished any offering or sales literature or prospectus.
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Not a Registered Offering. The Subscriber understands that, in reliance upon the Subscriber’s representations, warranties and covenants, neither the opportunity to purchase the Subscribed Units nor the sale of the Subscribed Units have been registered under the Securities Act of 1933, as amended (the “Act”) or any applicable state securities laws, and are being offered and sold pursuant to limited exemptions provided in Section 3(b) and/or Section 4(2) of the Act and all applicable state securities laws. The Subscriber understands that no governmental agency has recommended or endorsed the Subscribed Units or made any finding or determination relating to the adequacy or accuracy of the fairness for investment of the Subscribed Units. The Subscriber was not offered or sold the Subscribed Units, directly or indirectly, by means of any form of general solicitation or general advertising, including, without limitation, the following: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio; or (ii) any seminar or meeting whose attendees had been invited by any general solicitation or general advertising.
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Not a Registered Offering. The Investor understands that, in reliance upon the Investor’s representations, warranties and covenants, neither the offering nor the sale of the Membership Interest has been registered under the Securities Act of 1933, as amended (the “Act”) or any applicable state securities laws, and are being offered and sold pursuant to limited exemptions provided in Section 3(b) and/or Section 4(2) of the Act and all applicable state securities laws. The Investor understands that no governmental agency has recommended or endorsed the Membership Interest or made any finding or determination relating to the adequacy or accuracy of the fairness for investment of the Membership Interest. The Investor was not offered or sold the Membership Interest, directly or indirectly, by means of any form of general solicitation or general advertising, including, without limitation, the following: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio; or (ii) any seminar or meeting whose attendees had been invited by any general solicitation or general advertising.
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Not a Registered Offering. Such Unitholder understands that the Holdings Class A Common Stock to be issued to such Unitholder to be issued pursuant to this Agreement have not been and are not being registered either with SEC or with the governmental entity charged with regulating the offer and sale of securities under the securities laws and regulations of the state of residence of such Unitholder, and are being offered and sold pursuant to the exemption from registration provided in Section 4(a)(2) of the Securities Act, and limited exemptions provided in the “Blue Sky” laws of the state of residence of such Unitholder, and that no governmental agency has recommended or endorsed the Holdings Class A Common Stock or made any finding or determination relating to the adequacy or accuracy of the Transaction Agreement (or any related transaction document) or the fairness for investment of the Holdings Class A Common Stock.
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Not a Registered Offering. In connection with the purchase of its interest herein: (a) each Member has been fully informed as to the circumstances under which it is required to take and hold such interest pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), the rules and regulations thereunder, and the applicable state securities or “Blue Sky” law or laws; (b) each Member has been informed by the Members that its interest herein is not registered under the 1933 Act and may not be transferred, assigned or otherwise disposed of unless such interest is subsequently registered under the 1933 Act or an exemption from such registration is available; and (c) each Member understands that; (i) the Company and the Members are under no obligation to register such interest under the 1933 Act or to comply with any applicable exemption under the 1933 Act and any applicable exemption or exemptions under the applicable state securities or “Blue Sky” law or laws with respect to such interest; and (ii) the Company will not be required to supply the Member with any information necessary to enable it to make a sale of such interest pursuant to Rule 144 under the 1933 Act (assuming such Rule is applicable and is otherwise available with respect to such interest); and
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Not a Registered Offering. The undersigned understands that the Common Units have not been and are not being registered either with the Securities and Exchange Commission ("SEC") or with the governmental entity charged with regulating the offer and sale of securities under the securities laws and regulations of the state of residence of the undersigned, and are being offered and sold pursuant to the exemption from registration provided in the Securities Act of 1933, as amended (the "1933 Act"), and exemptions provided in the "Blue Sky" laws of the state of residence of the undersigned, and that no governmental agency has recommended or endorsed the Common Units or made any finding or determination relating to the adequacy or accuracy or the fairness for investment of the Common Units.
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Related to Not a Registered Offering

  • Registered Offerings In the case of an Offering that will be registered in whole or in part (a “Registered Offering”) under the 1933 Act, you acknowledge that the Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus relating to the Securities. “Registration Statement” means such registration statement as amended to the effective date of the Underwriting Agreement and, in the event that the Issuer files an abbreviated registration statement to register additional Securities pursuant to Rule 462(b) or 462(e) under the 1933 Act, such abbreviated registration statement. “Prospectus” means the prospectus, together with the final prospectus supplement, if any, containing the final terms of the Securities and, in the case of a Registered Offering that is an International Offering, “Prospectus” means, collectively, each prospectus or offering circular, together with each final prospectus supplement or final offering circular supplement, if any, relating to the Offering, in the respective forms containing the final terms of the Securities. “Preliminary Prospectus” means any preliminary prospectus relating to the Offering or any preliminary prospectus supplement together with a prospectus relating to the Offering and, in the case of a Registered Offering that is an International Offering, “Preliminary Prospectus” means, collectively, each preliminary prospectus or preliminary offering circular relating to the Offering or each preliminary prospectus supplement or preliminary offering circular supplement, together with a prospectus or offering circular, respectively, relating to the Offering. “Free Writing Prospectus” means, in the case of a Registered Offering, a “free writing prospectus” as defined in Rule 405 under the 1933 Act. As used herein the terms “Registration Statement,” “Prospectus,” “Preliminary Prospectus,” and “Free Writing Prospectus” will include in each case the material, if any, incorporated by reference therein, and as used herein, the term “Registration Statement” includes information deemed to be part thereof pursuant to, and as of the date and time specified in, Rules 430A, 430B, or 430C under the 1933 Act, while the terms “Prospectus” and “Preliminary Prospectus” include information deemed to be a part thereof pursuant to the rules and regulations under the 1933 Act, but only as of the actual time that information is first used or filed with the Commission pursuant to Rule 424(b) under the 1933 Act. The Manager will furnish, make available to you, or make arrangements for you to obtain copies (which may, to the extent permitted by law, be in electronic form) of each Prospectus and Preliminary Prospectus (as amended or supplemented, if applicable, but excluding, for this purpose, unless otherwise required pursuant to rules or regulations under the 1933 Act, documents incorporated therein by reference) as soon as practicable after sufficient quantities thereof have been made available by the Issuer.

  • Non-Registered Offerings In the case of an Offering other than a Registered Offering, you acknowledge that no registration statement has been filed with the Commission. “Offering Circular” means the final offering circular or memorandum, if any, or any other final written materials authorized by the Issuer to be used in connection with an Offering that is not a Registered Offering. “Preliminary Offering Circular” means any preliminary offering circular or memorandum, if any, or any other written preliminary materials authorized by the Issuer to be used in connection with such an Offering. As used herein, the terms “Offering Circular” and “Preliminary Offering Circular” include the material, if any, incorporated by reference therein. We will either, as soon as practicable after the later of the date of the Invitation Wire or the date made available to us by the Issuer, furnish to you (or make available for your review) a copy of any Preliminary Offering Circular or any proof or draft of the Offering Circular. In any event, in any Offering involving an Offering Circular, the Manager will furnish, make available to you, or make arrangements for you to obtain, as soon as practicable after sufficient quantities thereof are made available by the Issuer, copies (which may, to the extent permitted by law, be in electronic form) of the Preliminary Offering Circular and Offering Circular, as amended or supplemented, if applicable (but excluding, for this purpose, documents incorporated therein by reference).

  • Registered Office The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.

  • Registered Office and Registered Agent The street address of the registered office of the Company in the State of Delaware shall be as selected by the Board. The Board may elect to change the registered office and the registered agent of the Company at any time.

  • Registered Office; Registered Agent The registered office of the Company in the State of Delaware is located at The Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000, and the registered agent of the Company at such address is The Corporation Trust Company.

  • Registered Agent and Registered Office The name of the registered agent of the Trust and the address of the registered office of the Trust are as set forth on the Certificate of Trust.

  • Principal and Registered Office The Partnership will have its principal office at the principal office of the General Partner or at any other place designated from time to time by the General Partner. The Partnership’s registered agent in the State of Delaware shall be The Corporation Trust Company, and the Partnership’s registered office in the State of Delaware at Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 unless the General Partner designates a different registered agent or office from time to time in accordance with the Delaware Act.

  • Principal Office; Registered Office (a) The principal office of the Partnership shall be at 0000 Xxxxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxx, Xxxxxxxx 00000, or such other place as the General Partner may from time to time designate. The Partnership may maintain offices at such other places as the General Partner deems advisable.

  • Registered Agent; Registered Office The registered agent for service of process on the Company in the State of Delaware shall be The Corporation Trust Company. The registered office of the Company in the State of Delaware shall be c/o The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, in the County of New Castle. The Board of Managers may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State.

  • Shares Not Registered The Purchaser understands and acknowledges that the offering of the Shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act pursuant to Section 4(2) thereof and exempt from registration pursuant to applicable state securities or blue sky laws, and that the Company’s reliance upon such exemptions is predicated upon such Purchaser’s representations set forth in this Agreement. The Purchaser acknowledges and understands that the Shares must be held indefinitely unless the Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available.

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