Offering Memorandum Exemption definition

Offering Memorandum Exemption means the exemption from the prospectus requirements for investors residing in certain provinces that receive a copy of this Confidential Offering Memorandum as set forth in NI 45-106;
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Offering Memorandum Exemption is not being relied on, and investors do not have the benefit of certain additional protections that applicable securities laws give to investors when an issuer relies on the
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Offering Memorandum Exemption means the prospectus exemption provided for by Section 2.9 [Offering Memorandum] of NI 45-106.
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Examples of Offering Memorandum Exemption in a sentence

  • In Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan, Form 45-106F4, required under subsection 2.9(2.1), includes Schedule 1 Classification of Investors Under the Offering Memorandum Exemption, with respect to eligibility of individual investors, and Schedule 2 Investment Limits for Investors Under the Offering Memorandum Exemption, with respect to investment limits of individual investors.

  • Schedule 2Investment Limits for Investors Under the Offering Memorandum Exemption Instructions: This schedule must be completed together with the Risk Acknowledgement Form and Schedule 1 by individuals purchasing securities under the exemption (the offering memorandum exemption) in subsection 2.9(2.1) of National Instrument 45-106 Prospectus Exemptions (NI 45-106) in Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan.

  • Offering Memorandum Exemption Section 2.9 of NI 45-106 provides exemptions for the sale of Participating Preferred Trust Units to Subscribers if the Subscriber purchases as principal and the Trust delivers this Offering Memorandum to the Subscriber in the required form; and the Subscriber signs the Risk Acknowledgment on Form 45-106F4 attached as Appendix I to the Subscription Agreement that accompanies this Offering Memorandum.

  • In the two other reward treatments (CASH and WELLNESS) the same rewards were offered without the promise.

  • In Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan, Form 45-106F4, required under Section 2.9(2.1), includes Schedule 1 Classification of Investors Under the Offering Memorandum Exemption, with respect to eligibility of individual investors, and Schedule 2 Investment Limits for Investors Under the Offering Memorandum Exemption, with respect to investment limits of individual investors.

  • Schedule 1Classification of Investors Under the Offering Memorandum Exemption Instructions: This schedule must be completed together with the Risk Acknowledgement Form and Schedule 2 by individuals purchasing securities under the exemption (the offering memorandum exemption) in subsection 2.9(2.1) of National Instrument 45-106 Prospectus Exemptions (NI 45-106) in Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan.

  • If the Subscriber is subscribing under the Offering Memorandum Exemption, as certified in the applicable appendices hereto, by its acceptance and acknowledgment of this Subscription Agreement, the Trust expressly awards the Investor the contractual rights of action described in the Offering Memorandum under the heading "Purchasers’ Contractual and Statutory Rights of Action", which are incorporated herein by reference.

  • If You Are Relying on the Offering Memorandum Exemption: I acknowledge that I have received and read a copy of the offering memorandum of this investment.

  • In Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan, Form 45- 106F4, required under subsection 2.9(2.1), includes Schedule 1 Classification of Investors Under the Offering Memorandum Exemption, with respect to eligibility of individual investors, and Schedule 2 Investment Limits for Investors Under the Offering Memorandum Exemption, with respect to investment limits of individual investors.

  • Prospectus Exemptions SVX supports investments by British Columbia, Alberta, Ontario, Quebec, Manitoba and Saskatchewan residents under various prospectus exemptions available to companies raising capital, including the Offering Memorandum Exemption and the Accredited Investor Exemption.


More Definitions of Offering Memorandum Exemption

Offering Memorandum Exemption means the exemption from the prospectus requirement under Alberta securities laws provided by section 2.9 of NI 45-106;
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Offering Memorandum Exemption means the prospectus exemption described in Section 2.9 of NI 45-106;
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Offering Memorandum Exemption means the exemptions from the prospectus requirements pursuant to Section 2.9(1), 2.9(2) and 2.9(2.1) of NI 45-106.
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Offering Memorandum Exemption means the exemption from the prospectus requirement provided by section 2.9 of National Instrument 45-106 Prospectus and Registration Exemptions;
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Offering Memorandum Exemption means the offering memorandum prospectus exemption set out in Section 2.9 of NI 45-106.
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Offering Memorandum Exemption means the exemption from prospectus requirements found in Section 4.1 of MI 45-103;
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Related to Offering Memorandum Exemption

  • Offering Memorandum means the preliminary offering memorandum dated March 15, 2021, as supplemented by the related pricing term sheet dated March 15, 2021 relating to the offering and sale of the Notes.

  • Preliminary Offering Memorandum means the preliminary offering memorandum consisting of the Red Xxxxxxx Prospectus and the preliminary international wrap to be used for offer and sale to persons/entities that are resident outside India;

  • Final Offering Memorandum shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

  • Disclosure Package means (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, (iv) the final term sheet prepared and filed pursuant to Section 5(b) hereto, if any, and (v) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

  • Preliminary Final Prospectus means any preliminary prospectus supplement to the Basic Prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus, together with the Basic Prospectus.

  • U.S. Prospectus means a prospectus that has been prepared in accordance with the disclosure and other requirements of U.S. federal securities law for an offering of securities registered under the 1933 Act.

  • Prospectus means the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

  • General Disclosure Package means any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, the most recent preliminary prospectus (including any documents incorporated therein by reference) that is distributed to investors prior to the Applicable Time and the information included on Schedule B-1 hereto, all considered together.

  • Base Prospectus means the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time.

  • U.S. Preliminary Prospectus means the Canadian Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, included in the Initial Registration Statement as amended at such time, including the Documents Incorporated by Reference therein;

  • 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).

  • U.S. Final Prospectus means the Canadian Final Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, included in the Registration Statement at the time it becomes effective, including the Documents Incorporated by Reference;

  • Pricing Disclosure Package means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing Prospectus and the information included on Schedule 2-A hereto, all considered together.

  • Time of Sale Disclosure Package means the Prospectus most recently filed with the Commission before the time of this Agreement, including any preliminary prospectus supplement deemed to be a part thereof, each Issuer Free Writing Prospectus, and the description of the transaction provided by the Underwriters included on Schedule II.

  • Closing Memorandum means the form of closing memorandum to be prepared by Apple for the Closing under this Agreement in which are included the forms of certificates of officers, the opinions of counsel and certain other documents to be delivered at the Closing as provided in Article VII.

  • Final Prospectus means the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus.

  • 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).

  • UK Prospectus Regulation means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA;

  • Final Memorandum shall have the meaning set forth in the Purchase Agreement.

  • Preliminary Prospectus means any preliminary prospectus referred to in paragraph 1(a) above and any preliminary prospectus included in the Registration Statement at the Effective Date that omits Rule 430A Information.

  • Underwriter Free Writing Prospectus means a Free Writing Prospectus prepared by or on behalf of an Underwriter.

  • U.S. Base Prospectus has the meaning set forth in Section 1(b) hereof.

  • IPO Prospectus means the final prospectus relating to the Initial Public Offering dated November 13, 2014 and filed by the Partnership with the Commission pursuant to Rule 424 of the Securities Act on November 17, 2014.

  • U.S. Prospectus Supplement shall have the meaning ascribed to such term in Section 2.

  • Pricing Prospectus means the Preliminary Prospectus, if any, and the Base Prospectus, each as amended and supplemented immediately prior to the Applicable Time, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof.

  • Prospectus Regulation means Regulation (EU) 2017/1129.