Regulation D Shares definition

Regulation D Shares. Shares initially sold by the Company in accordance with the Purchase Agreement in accordance with Regulation D and pursuant to the Subscription Agreement (as defined in the Purchase Agreement). Regulation S: Regulation S (Rules 901-905) promulgated by the Commission under the Securities Act, as such rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such regulation.
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Regulation D Shares. Shares initially sold by the Company in accordance with the Purchase Agreement in accordance with Regulation D and pursuant to Subscription Agreements (as defined in the Purchase Agreement).
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Examples of Regulation D Shares in a sentence

  • Extended Regulation D Shares may only be placed with Accredited Investors who have committed to purchase Regulation D Shares before the Closing Time.

  • The Rule 144A Shares, the Regulation S Shares and the Regulation D Shares sold pursuant to the terms and conditions of the Purchase Agreement or the Subscription Agreement (as defined in the Purchase Agreement).

  • The Company agrees to issue and sell the Regulation D Shares and, to the extent that FBR exercises the option described in Section 1(c), the Placed Option Shares, for which the Accredited Investors have subscribed pursuant to the terms and conditions set forth in the subscription agreements substantially in the forms attached to the Preliminary Memorandum as Annex III and Annex IV, as applicable (each a "Subscription Agreement").

  • Other than the Placement Agent, the Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Shares.

  • The Company agrees to issue and sell the Regulation D Shares and, to the extent that FBR exercises the option described in Section 1(c), the Placed Option Shares, for which the Accredited Investors have subscribed pursuant to the terms and conditions set forth in the subscription agreements substantially in the forms attached to the Preliminary Memorandum as Annex III and Annex IV, as applicable (each a “Subscription Agreement”).

  • Except to attorneys for legal services, the Company is not aware of any person that has been or will be paid (directly or indirectly) remuneration in connection with the sale of any Regulation D Shares pursuant to this Agreement.

  • The Company agrees to issue and sell the Regulation D Shares and, to the extent that FBR exercises the option described in Section 1(c), the Placed Option Shares, for which the Accredited Investors have subscribed pursuant to the terms and conditions set forth in the subscription agreements substantially in the forms attached to the Preliminary Memorandum or the Final Memorandum as Annex III and Annex IV, as applicable (each a “Subscription Agreement”).

  • The Company agrees to issue and sell the Regulation D Shares for which the Accredited Investors have subscribed pursuant to the terms and conditions set forth in the subscription agreements substantially in the forms attached to the Preliminary Memorandum as Annex III and Annex IV, as applicable (each a “Subscription Agreement”).

  • The time at which payment and delivery on an Extended Regulation D Closing Date is actually made is hereinafter sometimes called the “Extended Closing Time.” On the Extended Regulation D Closing Date, FBR shall purchase as Initial Shares any unpaid Extended Regulation D Shares at the 144A/Regulation S Purchase Price described in Section 1(a) above.

  • The Company agrees that the Holders (including, without limitation, Holders of Regulation D Shares) shall be third party beneficiaries to the agreements made hereunder by FBR and the Company, and each Holder shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights hereunder; provided, however, that such Holder fulfills all of its obligations hereunder.

Related to Regulation D Shares

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

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

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

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

  • 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.

  • Regulation S-X means Regulation S-X under the Securities Act.

  • Regulation RR means Regulation RR (Credit Risk Retention) promulgated by the Securities and Exchange Commission to implement the credit risk retention requirements of Section 15G of the Securities Exchange Act.

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

  • Rule 144A Securities means all Initial Securities offered and sold to QIBs in reliance on Rule 144A.

  • 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.

  • 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.

  • Rule 144A means Rule 144A promulgated under the Securities Act.

  • Legended Regulation S Global Note means a Global Note in the form of Exhibit A bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at maturity of the Notes initially sold in reliance on Rule 903 of Regulation S.

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Coop Shares Shares issued by a Cooperative Corporation.

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

  • Rule 144A Notes means all Notes offered and sold to QIBs in reliance on Rule 144A.

  • Regulation S Securities means all Initial Securities offered and sold outside the United States in reliance on Regulation S.

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Sold Shares shall have the meaning specified in Section 6.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • 1933 Securities Act means the Securities Act of 1933 of the United States, as amended, and the rules and regulations made thereunder, as now in effect or as the same may from time to time be amended, re-enacted or replaced.

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

  • Regulation A means Regulation A of the Federal Reserve Board as in effect from time to time.

  • Regulation S Global Notes means, collectively, the Temporary Regulation S Global Notes and the Permanent Regulation S Global Notes.