Examples of CDI 612.09 in a sentence
In the event the amount of Registrable Securities which may be included in the Registration Statement is limited due to SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the CDI 612.09) the Company shall use its best efforts to register such maximum portion of the Registrable Securities as permitted by SEC Guidance.
In this regard, and as noted by the Staff in CDI 612.09 (discussed in the next paragraph), the Staff’s interpretation of Rule 415 can have a significant negative impact on the ability of smaller public companies such as the Company to raise capital due to uncertainties regarding restrictions on the ability of a selling securityholder to effect resales of its securities.
Specifically, C&DI 612.09 states that consideration should be given to the following factors: · How long the selling stockholders have held the shares; · The circumstances under which they received them; · Their relationship to the issuer; · The amount of shares involved; · Whether the sellers are in the business of underwriting securities; and · Whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.
In C&DI 612.09, the Staff highlighted the importance of the characterization of an offering as a primary or secondary offering and identified six factors to be considered when evaluating whether “selling shareholders are actually underwriters selling on behalf of an issuer”.
Given that TAG received the securities that it seeks to register for resale from the issuer in a transaction specified in Securities Act Rule 145(a) that involved a shell company, and TAG was a party to that transaction, it appears that, notwithstanding any factors relevant to the determination that a purported secondary offering is a primary offering (e.g., those identified in Securities Act Rules C&DI 612.09), TAG is deemed to be an underwriter pursuant to Rule 145(c).
General Shareholder information i) Annual General Meeting: Date : September 28, 2015 Time 3.30 pm Venue Shri Saurashtra Patel Samaj, Patel Estate Road, Jogeshwari (West), Mumbai – 400 102.
Although the number of Shares registered for resale by the Selling Stockholders represents more than a majority of the Company’s outstanding shares of common stock, it is important to note that the amount of shares being registered is only one factor cited in C&DI 612.09.
In the event the amount of Registrable Securities which may be included in the Registration Statement is limited due to SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the CDI 612.09) the Company shall use its best efforts to register such maximum portion of the Registrable Securities as permitted by SEC Guidance.
Based on these facts and circumstances, the Company respectfully submits that the sale of securities registered in the Registration Statement may be made on a continuous or delayed basis pursuant to Rule 415(a)(1)(i) and the Staff’s interpretation in C&DI 612.09 and 139.13.
Under CDI 612.09, consideration should be given to (a) how long the selling stockholders have held the shares, (b) the circumstances under which the selling stockholders received the shares, (c) the selling stockholders’ relationship to the issuer, (d) the amount of shares involved, (e) whether the selling stockholders are in the business of underwriting securities, and (f) whether under all of the circumstances it appears that the selling stockholders are acting as a conduit for the issuer.