Examples of Rule 163B in a sentence
JOBS Act Section 105(c) (adding new Securities Act Section 5(d) for EGCs only) and Securities Act Rule 163B (expanding the ability to engage in TTW to all issuers, including EGCs).
Any offer that is a written communication relating to the Securities made prior to the initial filing of the Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the 1933 Act Regulations) has complied with the requirements of Rule 163B under the 1933 Act.
EGCs might prefer to conduct TTW under Rule 163B, which — unlike Section 5(d) — allows the issuer and its representatives to rely on a reasonable belief that an investor is a QIB or IAI without having to verify that status.
However, BDCs that are EGCs can currently engage in the communications that proposed Rule 163B contemplates pursuant to Securities Act Section 5(d).
Canada’s commitment is to reduce greenhouse gasemissions to 30% below 2005 levels by 2030.
The proposed amendment was intended to maintain consistency between Rule 163B and Section 5(d), in that institutional accredited investors under proposed Rules 501(a)(9) and (a)(12) would automatically fall within the scope of Section 5(d).1.
Section 5(d) of the Securities Act refers to “institutions that are accredited investors,” and, unlike Rule 163B, does not specify particular paragraphs of Rule 501(a) that refer to such institutions.
We also continue to believe that the expanded scope of entities that would receive test-the-waters communications under the proposed amendment toRule 163B have the financial sophistication to process this information and to review the registration statement that is filed with the Commission against the test-the-waters materials before making an investment decision.Accordingly, we are amending Rule 163B to include references to Rules 501(a)(9) and (a)(12).
Should the Commission amend Securities Act Rule 163B to include a reference to proposed Rules 501(a)(9) and (a)(12)?45.
See proposed Rule 163B(b)(1).In this release, for ease of discussion, we sometimes refer only to the issuer having a reasonable belief, though the reasonable belief requirement of proposed Rule 163B applies equally to any person authorized to act on an issuer’s behalf.