Exempt Offering as defined in SECTION 2. REGISTRABLE COMMON: shares of Common Stock that were issued to the Stockholders pursuant to the Acquisition Agreements, and any additional shares of Common Stock issued or distributed in respect of any other shares of Registrable Common by way of a stock dividend or distribution or stock split or in connection with a combination of shares, recapitalization, reorganization, merger, consolidation or otherwise. For purposes of this Agreement, shares of Registrable Common will cease to be Registrable Common when and to the extent that (i) a registration statement covering such shares has been declared effective under the Securities Act and such shares have been disposed of pursuant to such effective registration statement, (ii) such shares are sold pursuant to Rule 144 or (iii) such shares have been otherwise transferred to a person or entity that is not a Stockholder, other than pursuant to SECTION 11 hereof.
Exempt Offering as defined in Section 2. Registrable Common: shares of Unregistered Common Stock that were issued and received by the Stockholders on the date hereof, pursuant to the Merger Agreements and any additional shares of Common Stock issued or distributed in respect of any other shares of Registrable Common by way of a stock dividend or distribution or stock split or in connection with a combination of shares, recapitalization, reorganization, merger, consolidation or otherwise. For purposes of this Agreement, shares of Registrable Common 2 will cease to be Registrable Common when and to the extent that (i) a registration statement covering such shares has been declared effective under the Securities Act and such shares have been disposed of pursuant to such effective registration statement, (ii) such shares are sold pursuant to Rule 144 or become saleable under Rule 144(k), or (iii) such shares have been otherwise transferred to any person or entity other than the Stockholders, other than pursuant to Section 10. Registration Notice: as defined in Section 2.
Exempt Offering means an offering by the Company of Common Stock or Common Stock Equivalents representing an aggregate of up to four million (4,000,000) shares of Common Stock (the “Exempt Offering Shares”) prior to the Exempt Offering Date, regardless of whether such sale is consummated as: (A) a public offering registered under the Securities Act; or (B) a private placement followed by the resale registration of the Exempt Offering Shares under the Securities Act.
Examples of Exempt Offering in a sentence
Except for any Current Report on Form 8-K or Notice of Exempt Offering of Securities on Form D to be filed by the Company in connection with the transactions contemplated hereby, the Company is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by the Transaction Agreements.
Buyer hereby acknowledges that any Shares sold pursuant to an Exempt Offering may be sold at prices that represent a discount to the prices that may otherwise be available if such Shares were to be sold pursuant to a registered public offering or at prices observed in the secondary market.
An issuer offering a security that is a covered security under section 18(b)(4)(D) of the Securities Act of 1933 shall file a notice with the Secretary of State on the Notice of Exempt Offering of Securities, SEC Form D, a consent to service of process on Form U-2, and pay a fee of $200 no later than 15 days after the first sale of such federal covered security in this state.
If Buyer has elected an Exempt Offering as the Offering Method, Seller agrees to use commercially reasonable means to effect such Exempt Offering at commercially reasonable prices in light of the market conditions and the circumstances of Buyer at the time of the Exempt Offering.
An issuer offering a security that is a covered security under section 18(b)(4)(D) of the Securities Act of 1933 shall file a noticeof with the Secretary of State on the Notice of Exempt Offering of Securities, SEC Form D, a consent to service of process of on Form U-2, and pay a fee of $200 no later than 15 days after the first sale of such federal covered security in this state.
More Definitions of Exempt Offering
Exempt Offering means any issuance of Equity Securities (i) at the written direction of the applicable primary federal banking regulator of the Corporation or any of its Subsidiaries, (ii) upon exercise, conversion or exchange of other Equity Securities which were issued in compliance herewith, (iii) Collective Common Stock issued pursuant to stock dividends, stock splits, or similar transactions if an appropriate adjustment to the Conversion Price is made pursuant to Part 7.3, (iv) the issuance of shares of Equity Securities (and/or the grant of options or warrants therefor) to employees, directors, contractors, consultants or advisors to the Corporation pursuant to incentive agreements, stock option plans, stock bonuses or awards, or incentive contracts, in each case approved by the Board of Directors; (v) the issuance of Equity Securities upon exercise of warrants or options outstanding as of the date hereof or granted hereafter pursuant to the 2006 Stock Option Plan of the Corporation or any similar employee compensation plan; (vi) the issuance of Equity Securities in connection with mergers, bona fide acquisitions or similar transactions by the Corporation for the purpose of acquiring other entities or substantially all of their assets, in each case as approved by the Board of Directors; or (vii) the issuance of shares of any Equity Securities expressly excluded from the preemption rights in a written consent signed by, or by vote of, the holders of at least a majority of the then-outstanding shares of Series C Preferred voting independently as a separate class.
Exempt Offering as defined in SECTION 2.
Exempt Offering means any offering by the Company of shares of Common Stock (i) in connection with or pursuant to any benefit, compensation, incentive or savings plan or program in which any of the officers, directors, employees or independent contractors of the Company or any of its subsidiaries participate, (ii) as consideration in any business combination or other acquisition transaction, (iii) as the securities into or for which other equity or debt securities are convertible or exchangeable, or as the securities that may be acquired by the exercise of options, warrants or other rights, in each case at a conversion, exchange or exercise price representing a premium over the trading price of the Common Stock at the time of the offering, (iv) made under Regulation S under the Securities Act (or any similar provision then in force) or (v) made only to existing holders of securities issued by the Company.
Exempt Offering means any offering by the Company of shares of Common Stock (i) in connection with or pursuant to any benefit, compensation, incentive or savings plan or program in which any of the officers, directors, employees or independent contractors of the Company or any of its subsidiaries participate, (ii) as consideration in any business combination or other acquisition transaction, (iii) as the securities into or for which other equity or debt securities are convertible or exchangeable, or as the securities that may be acquired by the exercise of options, warrants or other rights or (iv) made only to existing holders of securities issued by the Company.
Exempt Offering means the issuance of Equity Securities by the Company: (i) for compensatory purposes (e.g., to officers, directors, employees or consultants providing services to the Company); (ii) for consideration other than cash or notes; (iii) provided that the Company has complied with its obligations under Section 4.4 of this Agreement, in a public offering registered with the SEC under the Securities Act or with the securities regulatory authority of another jurisdiction; (iv) to a Person who in connection with such issuance has entered or will enter into a joint venture, partnership, licensing, distribution or similar strategic agreement with the Company; (v) as additional consideration for a loan from a commercial bank or other institutional lender; and (vi) in the Offering.
Exempt Offering means (i) the issuance by the Borrower of Conversion Shares upon conversion of the Notes in accordance with Section 2.2 of this Agreement, (ii) the sale by the Borrower of up to 20,000 shares of Class B Common Stock currently held in treasury to Roundball under the terms of the Subscription Agreement and (iii) such other issuances by the Borrower which the Borrower and the Lenders agree shall constitute an Exempt Offering.
Exempt Offering means the issuance of an offering of Common Stock totaling less than one hundred thousand U.S. dollars ($100,000) which will not trigger the anti-dilution provisions of Section 4(d).