Rule 504 definition
Examples of Rule 504 in a sentence
The Securities are being issued pursuant to Rule 504 (b) of Regulation D of the Securities Act.
Seller and Buyer are relying on the rules governing offers and sales made pursuant to Rule 504 promulgated under Regulation D.
Subscriber acknowledges and agrees that the stock may only be resold (a) in compliance with all state and federal securities laws, (b) pursuant to a Registration Statement under the Act or (c) pursuant to an exemption from registration under the Act under Rule 504 and any applicable U.S. state securities laws.
The Company and the Subscriber are relying on Rule 504 of Regulation D, the rules governing offers and sales made outside the United States and a legal opinion obtained by the Company that the offer and sale contemplated under this Agreement is in compliance with such rules.
I understand that you will rely upon the information contained herein since the Company's Common Shares ("Shares") will not be registered under the Act or any State Securities Act, in reliance upon the exemptions from registration provided by Sections 4(2) and/or 4(6) of the Act and Rule 504 of Regulation D and corresponding provisions of relevant State Securities Acts.
All of these 100,000 shares shall be issued at Closing under SEC Rule 504 pursuant to the Consulting Agreements attached hereto as Exhibit 504.
The Purchased Shares have not been registered under the 1933 Act and are being issued to Optionee in reliance upon the exemption from such registration provided by Section 4(2) of the 1933 Act or SEC Rule 504, 505, 506 or 701.
The Purchaser acknowledges that it is aware that this sale of Shares has not been reviewed by the Securities and Exchange Commission ("SEC") because of the Company's representations that it is intended to be a nonpublic sale pursuant to Section 4(2) of the Act and the provisions of Rule 504 of Regulation D thereunder, or otherwise exempt from registration under the Act.
In connection with the issuance of the Securities by PRCO under the Purchase Agreement, on or prior to the Post-Closing Date PRCO shall be in full compliance with Rule 504 of Regulation D of the Securities Act of 1933, as amended, and PRCO shall have delivered to the Company at the Post-Closing a filed copy of the Form D required to be filed with the SEC in connection therewith.
Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any of the Company’s securities or solicited any offers to buy any of such securities, under circumstances that would prevent the Company from offering the Securities pursuant to Rule 504.