Parent Shares definition
Examples of Parent Shares in a sentence
Based in part on the representations made by the Seller in Article V, the issuance of the Closing Equity Parent Shares to the Seller (for further distribution to the Members) is exempt from registration under the Securities Act pursuant to Section 4(a)(2) or Regulation D of the Securities Act.
The Seller understands that the Closing Equity Parent Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and that the issuance of the Closing Equity Parent Shares in the United States is being made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Parent is a “well-known seasoned issuer” (as defined in Rule 405 promulgated under the Securities Act) eligible to register the resale of the Parent Shares constituting a portion of the Closing Equity Parent Shares using a registration statement on Form S-3.
After the Closing, the Parent shall cause its transfer agent to take such actions as are necessary, including updating its books and records, to give effect to the distribution of the Closing Equity Parent Shares by the Seller to certain of its Members who are accredited investors.
The Seller has such knowledge and experience in financial and business matters as to be capable of evaluating the merits, and risks of the investment in the Closing Equity Parent Shares, and it is able to bear the economic risk of loss of the investment in the Closing Equity Parent Shares.