Private Offering by Borrower Sample Clauses
The "Private Offering by Borrower" clause defines the conditions under which the borrower may offer securities privately, rather than through a public offering. Typically, this clause outlines the requirements the borrower must meet, such as providing notice to the lender, ensuring compliance with securities laws, and possibly obtaining lender consent before proceeding with a private placement. Its core practical function is to regulate and control the borrower's ability to raise additional capital through private offerings, thereby protecting the lender's interests and ensuring transparency in the borrower's financial activities.
Private Offering by Borrower. Assuming that the Banks and the Lender Groups are acquiring the Notes for investment purposes only, and not for purposes of resale or distribution thereof except for assignments or participations as provided in Sections 2.1.7, 9.13 and 9.14, no registration of the Notes under the Securities Act of 1933, as amended, or under the securities laws of the State of New York, or any other state in which an Approved Project is located is required in connection with the offering, issuance and sale of the Notes hereunder. Neither Borrower nor anyone acting on its behalf has taken, or will take, any action which would subject the offering, issuance or sale of the Notes to Section 5 of the Securities Act of 1933, as amended.
Private Offering by Borrower. 73 4.17 Taxes......................................................................................... 73 4.18 Governmental Regulation....................................................................... 73 4.19 Regulation U, Etc............................................................................. 73 vi 8
Private Offering by Borrower. Assuming the Lenders are acquiring the Notes for investment purposes only, and not for purposes of resale or distribution thereof except for assignments or participations as provided in Sections 12.14 and 12.15, no registration of the Notes under the Securities Act of 1933, as amended, or under the securities laws of any applicable jurisdiction is required in connection with the offering, issuance and sale of the Notes hereunder.
Private Offering by Borrower. Assuming that the Banks are acquiring the Notes for investment purposes only, and not for purposes of resale or distribution thereof except for assignments or participations as provided in Sections 10.13 and 10.14, no registration of the Notes under the Securities Act of 1933, as amended, or under the securities laws of the State of Texas or New York is required in connection with the offering, issuance and sale of the Notes hereunder. Neither Borrower nor anyone acting on its behalf has taken, or will take, any action which would subject the issuance or sale of the Notes to Section 5 of the Securities Act of 1933, as amended.
Private Offering by Borrower. It is not necessary in connection with the initial offering, sale or delivery of any of the Initial Loan Notes to register such Initial Loan Notes under the Securities Act. As of the Additional Funding Date, it is not necessary in connection with the initial offering, sale or delivery of any of the Funding Loan Notes and the Debt Service Loan Notes to register such Funding Loan Notes and Debt Service Loan Notes under the Securities Act.
Private Offering by Borrower. Neither Borrower nor anyone acting on its behalf has offered the Institutional Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person other than the Institutional Lenders and other “accredited investors” within the meaning of Regulation D of the Securities and Exchange Commission. Neither Borrower nor anyone acting on its behalf has taken, or will take, any action which would subject the issuance or sale of the Institutional Notes to Section 5 of the Securities Act of 1933, as amended. It is not necessary in connection with the initial offering, sale or delivery of the Notes or the partnership interests in Borrower to register the Notes or such partnership interests under the Securities Act of 1933, as amended. 110
Private Offering by Borrower. 34 4.17 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 4.18