Fund Offering Clause Samples

The Fund Offering clause defines the terms and conditions under which interests in a fund are made available to investors. It typically outlines the process for subscribing to the fund, eligibility requirements, and any limitations on the amount or timing of investments. For example, it may specify minimum investment amounts, subscription periods, and procedures for accepting or rejecting investor applications. The core function of this clause is to establish a clear framework for how the fund raises capital from investors, ensuring transparency and compliance with applicable regulations.
Fund Offering. The Fund proposes to issue and to sell limited liability company interests (“Interests”) in accordance with a Private Placement Memorandum issued by the Fund, as amended or supplemented from time to time (the “Memorandum”).
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Fund Offering. The Fund issues and sells Shares in accordance with the terms of the Fund’s current confidential private placement memorandum (as it may be amended, restated and/or supplemented from time to time, including by documents incorporated by reference therein, the “Memorandum”), amended and restated declaration of trust (as it may be amended and/or restated from time to time, the “Declaration of Trust”), bylaws (as they may be amended and/or restated from time to time, the “Bylaws”) and/or other current governing document (each of the Memorandum, Declaration of Trust, Bylaws and/or other current governing document is referred to herein as a “Governing Document”). (a) The Agent and the Fund have established the following procedures in connection with the offer and sale of Shares and agree that the Agent will not make any offer or sale of any Shares except in compliance with such procedures: (i) Offers and sales of Shares will be made only: (1) in the United States under the exemption provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and other exemptions of similar import in the laws of the states and jurisdictions where the offering will be made in the United States; or (2) outside of the United States in accordance with Regulation D and/or Regulation S. (ii) Offers and sales of Shares will be made only to investors (x) inside of the United States that are “accredited investors,” as defined in Rule 501(a) of Regulation D (“accredited investors”), and (y) outside of the United States that are accredited investors or not “U.S. persons,” as defined in Regulation S (“U.S. persons”) or as otherwise permitted in accordance with applicable laws. (iii) No sale of Shares will be for less than the minimum denominations as may be specified in the relevant Governing Documents for the Fund, provided that the board of trustees of the Fund (or their delegates) may, in such capacity and subject to applicable law, vary from time to time such minimum denominations with respect to any investor. (iv) No offer or sale of any Shares may be made in any U.S. state or non-U.S. jurisdiction, or to any prospective investor located in any U.S. state or non-U.S. jurisdiction, where such Shares have not been registered or qualified for offer and sale under applicable securities laws unless such Shares are exempt from the registration or qualification requirements of such laws. The Agent will only solicit prospective investors in any jurisdiction in compliance w...
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Fund Offering. The Fund proposes to issue and to sell shares of beneficial interests ("Interests") in accordance with a Prospectus issued by the Fund dated May 14, 2004, as amended from time to time (the "Prospectus"). JPMorgan Chase Bank ("JPMorgan") has established a securities lending program for its clients. Each client that participates in the securities lending program as a lender ("Lender") enters into a securities lending agreement with JPMorgan under which, JPMorgan is authorized to invest the cash collateral securing loans of securities of each Lender in a variety of investments. The Fund has been established primarily for the investment and reinvestment of cash collateral on behalf of Lenders participating in JPMorgan's securities lending program.
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Fund Offering. The Fund issues and sells Units in accordance with the terms of the Fund's current confidential private placement memorandum (as it may be amended, restated and/or supplemented from time to time, the "Memorandum"), limited liability company agreement (as it may be amended and/or restated from time to time, the "LLC Agreement"), and/or other current governing document (each of the Memorandum, LLC Agreement, and/or other current governing document is referred to herein as a "Governing Document"). (a) MSDI and the Fund have established the following procedures in connection with the offer and sale of Units and agree that MSDI will not make any offer or sale of any Units except in compliance with such procedures: (i) Offers and sales of Units will be made only in compliance with Section 4(a)(2) of the Securities Act, Regulation D thereunder, or pursuant to another exemption under the Securities Act. (ii) Sales of Units will be made only to investors which qualify as "accredited investors," as defined in Rule 50l(a) under the Securities Act, or as otherwise permitted in accordance with applicable laws. (iii) No sale of Units will be for less than the minimum denominations as may be specified in the relevant Governing Documents for the Fund, provided that the board of directors of the Fund (or their delegates) may, in such capacity and subject to applicable law, vary from time to time such minimum denominations with respect to any investor. (iv) No offer or sale of any Units may be made in any U.S. state or non-U.S. jurisdiction, or to any prospective investor located in any U.S. state or non-U.S. jurisdiction, where such Units have not been registered or qualified for offer and sale under applicable securities laws unless such Units are exempt from the registration or qualification requirements of such laws. MSDI will only solicit prospective investors in any jurisdiction in compliance with the marketing rules and private placement rules of such jurisdiction. (b) For purposes of the offering of Units, the Fund has provided to MSDI copies of the Governing Documents and subscription documentation or adoption agreement, as applicable, to be furnished to prospective investors of the Fund. Additional copies will be provided in such numbers as MSDI may reasonably request for purposes of the offering. MSDI is authorized to furnish to prospective purchasers only such information concerning the Fund and the offering of the Fund as may be contained in the Fund's Governin...
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Fund Offering. The Fund proposes to issue and to sell common shares of beneficial interest (“Shares”) in accordance with an Offering Memorandum issued by the Fund dated November 18, 2004, as amended or supplemented from time to time (the “Offering Memorandum”). The Funds have been established primarily for investments by certain clients of ▇.▇. ▇▇▇▇▇▇ Investment Management Inc. (“JPMIM”) and its investment advisory affiliates who maintain one or more separately managed private accounts, and who are also “accredited investors,” as defined in Regulation D under the Securities Act of 1933, as amended (Securities Act”).
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Fund Offering. The Fund issues and sells its shares of beneficial interest in the Fund (“Shares”), which may be designated in Series, pursuant to the Fund’s registration statement as amended or supplemented from time to time, including (to the extent such Parts are separately identified) Part A (the prospectus), Part B (the statement of additional information) and Part C, as filed on Form N-2 with the Securities and Exchange Commission (the “Commission” and the “Registration Statement”, respectively), and has appointed and/or expects to appoint several agents as placement agents in connection with the sale of Shares. The Principal Underwriter, acting on an agency basis, serves as the Fund’s designated principal underwriter for purposes of Section 2(a)(29) of the Investment Company Act of 1940 and, in the ordinary course of the Fund’s business, is the sole party authorized to purchase Shares from the Fund and sell the Shares to others. It is specifically the intent of this Agreement that the Placement Agent should not be deemed a principal underwriter for these purposes. The Principal Underwriter has been authorized by the Fund to retain several placement agents to assist in the identification of suitable investors to purchase Shares from the Principal Underwriter. The Principal Underwriter has also been authorized to establish and implement the primary plan of distribution for the Shares and to generally fulfill the functions of an underwriter with respect thereto. The Fund’s sole duly appointed investment adviser is SkyBridge Capital II, LLC (the “Adviser”).
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Fund Offering a. MSOE and its Staff Members are prohibited from offering funds for student loans, including funds for opportunity pool loans, in exchange for a promise of a specified number of education loans, a specified loan volume or a preferred lender arrangement for such loans.
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Related to Fund Offering

  • Valid Offering Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

  • Regulation D Offering Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

  • Equity Offering The issuance and sale after the Closing Date by REIT or any of its Subsidiaries of any equity securities of such Person (other than equity securities issued to REIT or any one or more of its Subsidiaries in their respective Subsidiaries).

  • Similar Offerings The Company has not, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the 1933 Act.

  • Offering Notwithstanding anything to the contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investors participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Registration Statement by all Investors until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and such Investor does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Investor, until such time as the Staff or the SEC does not require such identification or until such Investor accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such Investor as contemplated above).