Private Placement Memoranda definition

Private Placement Memoranda means the confidential private placement memorandum and the “Business Strategy and Action Plan for Fiscal Years 2011-2014,” each of which was provided to Purchaser in the electronic data room maintained by KBW in connection with the Transaction.
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Private Placement Memoranda. The Private Placement Memorandum, dated [ ], relating to the class [ ] Certificates.
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Private Placement Memoranda. Collectively, the Group 1-3 Memorandum and the Group 4 Memorandum.
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Examples of Private Placement Memoranda in a sentence

  • The investment criteria for each fund (e.g. type of assets, geographic and sector focus) are outlined in the respective Private Placement Memoranda and related documents such as side letters.

  • The Prospectus and the Private Placement Memoranda (including, without limitation, the statistical and descriptive information with respect to the initial Leases, Lessees and Equipment), as of their respective dates, do not contain any untrue statement of a material fact or omit a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

  • The Prospectus and the Private Placement Memoranda, accurately describe in all material respects the general nature of the business of the Transferor.

  • WSII asked respondents to report the level of structural protection for fund managers to consider non-fiduciary factors in their investment decisions.Unsurprisingly, survey respondents report the vast majority of Limited Partner Agreements, Private Placement Memoranda, or other comparable investment agreements either explicitly allow or, in most cases, require fund managers to consider mission in investment decisions.

  • The VC partnership agreements The principal-agent relationships between investors (principal) and VC fund (agent) are governed by the partnership agreements and partly by the Private Placement Memoranda.

  • Defendants Pauciulo and Eckert Seamans drafted all documents pertaining to the formation of this entity and the offering and sale of unregistered securities issued by this entity, including Private Placement Memoranda and Subscription Agreements.

  • In this study, we analyse 122 Private Placement Memoranda (PPM) and 46 partnership agreements of European VC-funds, which were raised between 1996 and the end of 2001.

  • Private Placement Memoranda are usually used as marketing instruments representing only the key elements of the contractual relations between VC-fund and investors.

  • An offer or solicitation for the Fund will be made only through the Fund’ s Private Placement Memoranda (The “ Private Placement Memoranda ” ) and Partnership Agreement (the “ Partnership Agreement” ), and will be subject to the terms and conditions contained in such documents.

  • Defendants Vagnozzi, ABFP and ABFP management were promoters and unregistered sellers of securities offered by this entity and Defendants Pauciulo and Eckert Seamans drafted all documents pertaining to the formation of this entity and the offering and sale of unregistered securities issued by this entity, including Private Placement Memoranda and Subscription Agreements.


More Definitions of Private Placement Memoranda

Private Placement Memoranda means the Class A Memorandum and the Class B Memorandum.
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Related to Private Placement Memoranda

  • Private Placement Memorandum means offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).

  • Private Placement (or “limited offering”) means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) of the 1933 Act or pursuant to rule 504, rule 505 or rule 506 under the 1933 Act.

  • Private Placement Agreement has the meaning set forth in Annex A hereto.

  • Private place means a location which, at the time alcoholic beverages are kept, dispensed, or consumed, meets all of the following criteria:

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Private Placement Lock-up Period means, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.

  • Private Placement Warrants shall have the meaning given in the Recitals hereto.

  • Private Placement Units shall have the meaning given in the Recitals hereto.

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Private Key means the key of a key pair used to create a digital signature;

  • Placement Agency Agreement means the Placement Agency Agreement by and between the Company and the Placement Agent dated the date hereof.

  • Lock-Up Securities has the meaning assigned to such term in Section 3.5.

  • 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.

  • Private Letter Ruling shall have the meaning set forth in the Recitals.

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • 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:

  • 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.

  • Initial Prospectus Supplement means the prospectus supplement to the Base Prospectus complying with Rule 424(b) under the Securities Act that is filed with the SEC and delivered by the Company to the Investor upon the execution and delivery of this Agreement in accordance with Section 5(a), including the documents incorporated by reference therein.

  • 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.

  • Publicly Offered Certificates [______________], Mortgage Pass-Through Certificates, Series [_______], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__] and Class [__] issued pursuant to the Pooling and Servicing Agreement.

  • 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;

  • 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.

  • Privately Offered Certificates [______________], Mortgage Pass-Through Certificates, Series [_______], Class [__] issued pursuant to the Pooling and Servicing Agreement.

  • NIM Securities Any debt securities secured or otherwise backed by some or all of the Class X and Class P Certificates that are rated by one or more Rating Agencies.

  • Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.

  • Prospectus Supplements means, collectively, the Canadian Prospectus Supplement and the U.S. Prospectus Supplement;