Regulation D Offering definition

Regulation D Offering. The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. The Company will provide, at the Company’s expense, such other legal opinions in the future as are reasonably necessary for the issuance and resale of the Common Stock issuable upon conversion of the Notes and exercise of the Warrants pursuant to an effective registration statement.
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Regulation D Offering means the offering of Series Seed Preferred Stock pursuant to Regulation D of the Securities Act of 1933.
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Regulation D Offering means that certain private placement offering of limited liability company interests of the Company conducted by Livingston Securities, LLC under Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), that commenced in July 2019.
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Examples of Regulation D Offering in a sentence

  • This result is true if λ and θ are substitutes, in which case the agent thinks that his talent can make up for a low quality-environment.

  • Client further understands and agrees that RDR does not warrant or guarantee that the Client’s Regulation D Offering will be successful, however so defined.

  • Client wishes to engage RDR for the provision of the Services, related resources, and deliverables in order to streamline Client’s planned undertaking of the Regulation D Offering; and, WHEREAS, RDR wishes to provide such Services to the Client.

  • Client further understands and agrees that RDR does not warrant or guarantee that the Client’s Regulation D Offering will be successful.

  • Further, when viewed in the context of the Regulation D Offering Memoranda, the statements are simply aspirational goals or predictions about future events.

  • Furthermore, RDR also does not provide any assurance or warranty of successful capital formation using the Regulation D Offering Documents prepared by RDR for the Client.

  • OTHER HIGHLIGHTS Rule 502(a) - Integration All sales that are part of the same Regulation D Offering, must meet all of the terms and conditions of Regulation D.

  • Class of SecurityAmount AuthorizedAmount OutstandingVoting RightsOther RightsClass A units2,514,3311,760,000Yes Class B units40,00040,000Yes Class Z units200,000200,000Limited Options, Warrants and Other Rights THB plans to issue Special Distribution Rights to investors in the parallel Regulation D Offering who invest at least $50,000 in Class A Units, at no additional cost to the investor.

  • RDR shall provide the Services to assist the Client in the preparation and execution of the Regulation D Offering including providing services for (A) Regulation D Offering Document Preparation Services; and (B) the Build Development of an Investor Portal Website (collectively, the “Services”).

  • Writing him letters but of course that quote-unquote love wasn’t reciprocated.


More Definitions of Regulation D Offering

Regulation D Offering. To Circuit Test's knowledge, the information provided to Parent by the holders of shares of Circuit Test Common Stock, which information is set forth in each such holder's Voting Agreement (as defined in Section 8.3(g)) delivered to Parent, is true and correct in all material respects.
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Regulation D Offering shall have the meaning ascribed to such term in
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Related to Regulation D Offering

  • 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.

  • Regulation D means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

  • Public Offering means any offering by the Company of its equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any comparable federal statute then in effect (other than any registration statement on Form S-8 or Form S-4 or any successor forms thereto).

  • FRB Regulation D means Regulation D as promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as amended.

  • Qualified Initial Public Offering means a firm underwritten offering of the Company pursuant to a registration statement under the Securities Act (i) of common Capital Stock having an aggregate gross offering price of at least $50,000,000 and (ii) reasonably expected to result in more than 100 holders of record of Voting Stock of the Company (exclusive of holdings of Affiliates and employees of the Company).

  • SEC Regulation D means Regulation D as promulgated under the Securities Act of 1933, as amended, as the same may be in effect from time to time.

  • Regulation S-T means Regulation S-T of the Commission.

  • Shelf Offering has the meaning set forth in Section 1(d)(i).

  • Regulation S Investor With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate pursuant to Regulation S.

  • Offering shall have the meaning ascribed to such term in Section 2.1(c).

  • rule making ’ means agency process for formulating, amending, or repealing a rule;

  • Regulation CF means Regulation Crowdfunding promulgated under the Securities Act.

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Delayed Offering means an offering of securities pursuant to Rule 415 which does not commence promptly after the effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration statement at the effective date thereof with respect to the securities so offered. Whether the offering of the Securities is a Non-Delayed Offering or a Delayed Offering shall be set forth in Schedule I hereto.

  • Underwritten Public Offering means an underwritten Public Offering, including any bought deal or block sale to a financial institution conducted as an underwritten Public Offering.

  • Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Regulation E includes specific rules for all parties involved governing the issuance and use of Debit Cards and the processing of On-line Debit Card Transactions.

  • Marketed Underwritten Shelf Take-Down has the meaning set forth in Section 2.02(e).

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

  • Private Offering means the private offering of Preferred Stock pursuant to the Memorandum.

  • Initial Offering means the Company’s first firm commitment underwritten public offering of its Common Stock under the Act.

  • Marketed Underwritten Offering means any Underwritten Offering (including a Marketed Underwritten Shelf Take-Down, but, for the avoidance of doubt, not including any Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down) that involves a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period of at least 48 hours.

  • Regulations D, T, U and X” means, respectively, Regulations D, T, U and X of the Board of Governors of the Federal Reserve System (or any successor), as the same may be modified and supplemented and in effect from time to time.

  • Regulation S-K means Regulation S-K promulgated under the Securities Act.