Regulation A Offering Sample Clauses

Regulation A Offering. The Offering is being made pursuant to recently adopted rules and regulations under Regulation A of the Securities Act of 1933, as amended (“Regulation A”). The Offering Circular has been duly filed with and qualified by the SEC in accordance with the requirements of Regulation A, and Sponsor shall promptly notify Soliciting Dealer in the event that such qualification is at any time withdrawn or restricted.
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Regulation A Offering. The Shares are being sold by the Bancorp in an offering under an exemption from registration under Tier 1 of Regulation A+ of the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 (the “Act”) and the Limited Offering Exemption Notice pursuant to Section 25102(f) of the California Corporations Code.
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Regulation A Offering a. The engagement of PC includes the engagement of PC as a placement agent in connection with a proposed best-efforts offering (the “Reg A Offering”) under Regulation A promulgated under the Securities Act of 1933, as amended (the “Securities Act”). In the Reg A Offering, the Company may offer shares of common stock (the “Shares”), common stock purchase warrants (the “Warrants”), units of Shares and Warrants (‘Units”) and/or convertible notes (the “Convertible Notes” and together with Shares and Warrants or Units, the “Securities”) as determined by the Company in consultation with PC.
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Regulation A Offering. The Lender (which will include Affiliates of the Lender for purposes of this Section (b)) hereby agrees that it will not, without the prior written consent of the Company or, in the case of an underwritten offering, without the prior written consent of the managing underwriters(s), during the period commencing on the date of the offering statement relating to the Company’s Regulation A Offering, and ending on the date specified by the Company (such period not to exceed one hundred eighty (180) days): (A) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any of the Securities (whether such Securities are then owned by the Lender or are thereafter acquired); or (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such Securities; whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The Lender further agrees to execute such agreements as may be reasonably requested by the Company in connection with the Regulation A Offering that are consistent with this Section (b) or that are necessary to give further effect thereto, so long as the terms and conditions of such agreements are consistent in all material respects with the terms and conditions of any agreements requested to be executed by other significant stockholders of the Company in connection with such Regulation A Offering.
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Regulation A Offering. The Company intends to complete an offer and sale of units of the Company ("Units") (the "Offering"), pursuant to an exemption from the registration requirements available under Regulation A of the United States Securities Act of 1933, as amended (the "Securities Act") and qualified under a Canadian short-form prospectus filed in Canada.
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Regulation A Offering. On November 11, 2016, the Company filed a Form 1-A and a related Regulation A Offering Circular with the Securities and Exchange Commission (the “SEC”) in conjunction with the Company’s issuance of Series m Preferred Stock under Regulation A, which is an exemption from registration in the Securities Act for certain public offerings of securities. The Company concluded all sales of stock pursuant to the Regulation A offering in the fourth quarter of 2017. As part of the Company’s ongoing compliance with Regulation A of the Securities Act, the Company submits periodic filings to the SEC which can be accessed publicly on EXXXX.
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Regulation A Offering a. The engagement of Alexander Capital includes the engagement of Alexander Capital as a placement agent and a qualified institutional underwriter (as defined within FINRA Rule 5121(a)(2)) in connection with a proposed best-efforts offering (the “
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Regulation A Offering. Maxim hereby agrees to act as the Company’s placement agent in connection with the Regulation A Offering pursuant to the terms of the Agreement; and all references to the Regulation D Offering are hereby amended to refer to the Regulation A and the Regulation D Offerings, such that all terms that apply to the Regulation D Offering also apply to the Regulation A Offering.
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Regulation A Offering. The Company shall have accepted subscriptions for, issued or agreed to issue no more than 1,126,837 shares of Common Stock pursuant to an offering made by the Company pursuant to Regulation A+, as promulgated under the Securities Act that commenced on July 8, 2022 and on the terms described in the prospectus therefor bearing the same date (the “Regulation A+ Offering”).
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Related to Regulation A Offering

  • Regulation D Offering Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

  • Exempt Offering Assuming the accuracy of the Purchasers’ representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Subordinated Notes by the Company to the Purchasers.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • Not a Public Offering If you are resident outside the U.S., the grant of the Restricted Stock Units is not intended to be a public offering of securities in your country of residence (or country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Restricted Stock Units is not subject to the supervision of the local securities authorities.

  • Offering If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

  • REGULATION GG Each Fund represents and warrants that it does not engage in an “Internet gambling business,” as such term is defined in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) and covenants that it shall not engage in an Internet gambling business. In accordance with Regulation GG, each Fund is hereby notified that “restricted transactions,” as such term is defined in Section 233.2(y) of Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among any party hereto.

  • Public Offering of the Notes The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Notes as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

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