Rule 506 Sample Clauses
Rule 506 is a provision under Regulation D of the U.S. Securities Act that allows companies to raise capital through private offerings without registering the securities with the SEC. It permits issuers to sell securities to an unlimited number of accredited investors and up to 35 non-accredited but sophisticated investors, provided certain disclosure and procedural requirements are met. The core function of Rule 506 is to facilitate capital formation for businesses while maintaining investor protections, by providing a clear exemption from registration and outlining the conditions under which private placements can be conducted legally.
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Rule 506. All applicable requirements of Rule 506 under the Securities Act shall have been satisfied.
Rule 506. (d). If the Purchaser beneficially owns twenty percent (20%) or more of the outstanding voting securities of the Company, calculated in accordance with Rule 506(d) of Regulation D of the Act, or may designate a director of the Company, the Purchaser hereby represents and warrants to the Company that the Purchaser has not been convicted of any of the felonies or misdemeanors or been subject to any of the orders, judgments, decrees or other conditions set forth in Rule 506(d) of Regulation D of the Act.
Rule 506. If the Company or the holders of the Company’s securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each Unitholder who is not then an “accredited investor” as such term is defined in Rule 501, will, at the request of the Company, appoint a “purchaser representative” (as such term is defined in Rule 501) reasonably acceptable to the Company. If any such Unitholder appoints a purchaser representative designated by the Company, then the Company shall pay the fees of such purchaser representative, but if such Unitholder declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative, and such holder shall be responsible for the fees of the purchaser representative so appointed.
Rule 506. Investor is not 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).
Rule 506. The Company shall not issue the Securities pursuant to Rule 506 of Regulation D promulgated under the Securities Act without (i) providing written notice to the Placement Agent that it intends to do so (which written notice must be provided at least five business days prior to commencement of marketing of the Offering) and (ii) receiving the Placement Agent’s written consent to do so.
Rule 506. If the Holding Company or the Compelling Holder enters into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) promulgated by the Securities and Exchange Commission or other securities regulatory authority may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the Compelled Holders will, at the request of the Compelling Holder, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to
Rule 506. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).