Improper Release means any release by a depository of escrowed funds without certification to the depository by the issuer that the requirements for such release under subsections 11-51-302(6)(a)(I) and (II), C.R.S., are satisfied, and where, in fact, such requirements are not satisfied at the time of the release, unless the depository is in receipt of a notification from the Securities Commissioner that the release prior to the expiration of the time period specified in section 11-51-302(6)(a)(II), C.R.S., is permissible.
Improper Release has the meaning set forth in Section 3.3.
Improper Release means any release by a depository of escrowed funds without certification to the depository by the issuer that the requirements for such release under subsections 11-51-302(6)(a)(I) and (II), C.R.S., are satisfied, and where, in fact, such requirements are not satisfied at the time of the release, unless the depository is in receipt of a notification from the Securities Commissioner that the release prior to the expiration of the time period specified in section 11-51-302(6)(a)(II), C.R.S., is permissible. "Net proceeds" means the gross proceeds less selling and organizational costs. "Selling and organizational costs" means all expenses incurred by the issuer within twelve (12) months prior to the date of effectiveness of the registration in Colorado and those reasonably anticipated to be incurred within six (6) months after the date in connection with: the issuance and distribution of the securities to be registered in the offering, including, but not limited to, registration and filing fees, printing and engraving expenses, accounting and legal fees and expenses, "blue sky" fees and expenses, transfer and warrant agent fees, expenses of other experts, and underwriting discounts and commissions; and the organization of the issuer and the preparation of the organizational documents, including, but not limited to, filing fees, and legal, accounting, and tax planning fees and expenses, provided that said expenses are to be paid out of the proceeds of the offering. "Specific line of business" means any commercial, industrial or investment activity which is generally recognized as a distinct economic undertaking or enterprise intended to generate a profit for the issuer. Although certain characteristics may commonly be used to assist in determining whether a specific line of business has been so identified, no single characteristic is determinative in all cases. The determination whether a specific line of business has been identified depends on the Securities Commissioner's review of the facts and circumstances of each case and the Commissioner's determination as to whether the management of the issuer has acted in good faith. To comply with the escrow requirements of section 11-51-302(6), C.R.S., an issuer, or one or more broker-dealers or sales representatives acting on behalf of such issuer, shall deliver at least eighty percent (80%) of the net proceeds received from the offering of securities to an unaffiliated depository to be held in accordance with se...
Examples of Improper Release in a sentence
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More Definitions of Improper Release
Improper Release has the meaning set forth in Section 3.3. “Initial Deposit” has the meaning set forth in Section 2.1. “IP Purchase and Sale Agreement” means that certain IP Purchase and Sale Agreement, dated as of the date hereof, between EVERTEC and Popular. “Law” means any law, statute, ordinance, rule, regulation, code, Order, judgment, injunction or decree enacted, issued, promulgated, enforced or entered by a Government Entity or Self-Regulatory Organization (including, for the sake of clarity, any policy statement or interpretation that has the force of law with respect to any of the foregoing, and including common law). “Losses” has the meaning set forth in Section 8.1 “Master Services Agreement” means the Amended and Restated Master Services Agreement, dated as of the date hereof, among Popular, Banco Popular de Puerto Rico and EVERTEC, as it may be amended, restated or supplemented from time to time. “Material Breach” has the meaning set forth in the MSA. “MBESA” has the meaning set forth in the Recitals. “Merger Agreement” has the meaning set forth in the Recitals. “MSA” has the meaning set forth in the Recitals. “Order” means any order, injunction, judgment, decree, writ or other enforcement action of a Government Entity. “Party” and “Parties” have the meaning set forth in the Preamble.
Improper Release has the meaning set forth in Section 3.3. “Indebtedness” means, with respect to any Person, (a) all indebtedness of such Person, whether or not contingent, for borrowed money, and (b) all obligations of such Person evidenced by notes, bonds, debentures or other similar debt instruments. “Initial Deposit” has the meaning set forth in Section 2.1. “Initial Person” has the meaning set forth in the definition of “beneficially owned.” “Jurisdiction” has the meaning set forth in Section 10.6(b). “IP Purchase and Sale Agreement” means that certain IP Purchase and Sale Agreement, dated as of the date hereof, between EVERTEC and Popular. “Law” means any federal, national, supranational, state, provincial, Commonwealth, local or foreign or similar law, statute, ordinance, rule, regulation, code, Order, writ, judgment, injunction, directive, guideline or decree enacted, issued, promulgated, enforced or entered by a Government Entity or Self-Regulatory Organization (including, for the sake of clarity, any policy statement or interpretation that has the force of law with respect to any of the foregoing, and including common law). “Legal Holiday” means Saturday, Sunday or any legal holiday in the Commonwealth of Puerto Rico that is observed by EVERTEC. “Losses” has the meaning set forth in Section 8.1.