SEC Rule 405 definition

SEC Rule 405 means Rule 405 promulgated by the SEC under the Securities Act.
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SEC Rule 405 means Rule 405 promulgated under the Securities Act.
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Examples of SEC Rule 405 in a sentence

  • Not a Shell Company: The issuer is not considered a "shell company" pursuant to SEC Rule 405 of the Securities Act of 1933.

  • The Company is not a party to any agreement or transaction with any of its officers, directors, greater than 5% shareholders or any Affiliate (as defined in SEC Rule 405) of any of said persons that would require disclosure under Item 404 of Regulation S-K that will not be disclosed in the next amendment to the Form 10-SB.

  • The issuer is not considered a “shell company” pursuant to SEC Rule 405 of the Securities Act of 1933.

  • As used in this Section the Bank understands ‘affiliate’ to mean an entity that controls, is controlled by, or is under common control with the Bank within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit.

  • The Purchaser understands “affiliate” to mean any entity that controls, is controlled by, or is under common control with the bidder, within the meaning of SEC Rule 405, 17.

  • Issuer has sufficient assets such that it does not fall under the definition of a shell company within the meaning of SEC Rule 405.

  • As used in this Section, the Bank understands ‘affiliate’ to mean an entity that controls, is controlled by, or is under common control with the Bank within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit.

  • For purposes of the foregoing, "affiliate" means any entity that controls, is controlled by, or is under common control with the applicable entity within the meaning of SEC Rule 405, 17.

  • The Issuer is not a “shell company” pursuant to SEC Rule 405 of the Securities Act of 1933.

  • EVALUATION OF OBJECTIVE 4-F: Public and private improvements near Times Square are discussed beginning on page 23.

Related to SEC Rule 405

  • Rule 405 and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

  • SEC Rule means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934.

  • SEC Rule 144 means Rule 144 promulgated by the SEC under the Securities Act.

  • SEC Rule 145 means Rule 145 promulgated by the SEC under the Securities Act.

  • Rule 15c2-12 means Rule 15c2-12 under the Securities Exchange Act of 1934, as amended through the date of this Undertaking, including any official interpretations thereof.

  • Rule 159A “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

  • Rule 424 means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

  • 1934 Exchange Act means the Securities Exchange Act of 1934 of the United States, as amended, and the rules and regulations thereunder as now in effect or as the same may from time to time be amended, re-enacted or replaced;

  • Rule 497 refers to Rule 497(c) or 497(h) under the Act, as applicable.

  • Rule 433 and “Rule 462” refer to such rules under the Act.

  • Rule 164 “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

  • Exchange Act Regulations means the General Rules and Regulations under the Exchange Act.

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Exchange Act means the Securities Exchange Act of 1934, as amended.

  • Rule 173 “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

  • Rule 430B Information means the information included in any preliminary prospectus or the Prospectus or any amendment or supplement to any of the foregoing that was omitted from the Registration Statement at the time it first became effective but is deemed to be part of and included in the Registration Statement pursuant to Rule 430B.

  • Commodity Exchange Act means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

  • Securities Act means the Securities Act of 1933, as amended.

  • Securities Exchange Act means the Securities Exchange Act of 1934, as amended.

  • Rule 163 “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

  • Rule 17f-5 means Rule 17f-5 promulgated under the 1940 Act.

  • 1934 Act means the Securities Exchange Act of 1934, as amended.

  • Rule 482 Statement means a document that contains the number of Securities issued, the offering price and any other items dependent upon the offering price, prepared in accordance with the provisions of Rule 482 of the 1933 Act, a copy of which shall be attached as Schedule D hereto. “Statutory Prospectus” as of any time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein. Each preliminary prospectus and the prospectus filed as part of the effective Registration Statement or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied when so filed in all material respects with the Rules and Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Fund has complied or will comply with the requirements of Rule 111 under the 1933 Act Rules and Regulations and Rule 3a of the Commission’s Internal and Other Procedures (“Rule 3a”) relating to the payment of filing fees thereof. The Fund, subject to the Registration Statement having been declared effective and the filing of the Prospectus under Rule 497, has taken all required action under the 1933 Act, the 1940 Act, the Securities and Exchange Act of 1934, as amended (the “1934 Act”) and the Rules and Regulations to make the public offering and consummate the sale of the Securities as contemplated by this Agreement.

  • 1933 Act Regulations means the rules and regulations of the Commission under the 1933 Act.

  • Rule 462 refer to such rules under the Act.

  • Rule 430A Information means information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A.