Private Placement Exemption definition

Private Placement Exemption means (i) the “accredited investor” exemption under Section 2.3 of NI 45-106, or (ii) the “minimum amount investment” exemption under Section 2.10 of NI 45-106;

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Private Placement Exemption means an exemption from the prospectus and registration requirements under applicable Securities Laws.

Private Placement Exemption. As defined in Section 3(d) hereof. Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Examples of Private Placement Exemption in a sentence

• As a result of the Corporation’s reliance on the Private Placement Exemption, the Preferred Shares will be subject to restrictions on resale and transferability contained in applicable securities legislation, as well as any restrictions on resale and transferability imposed by the Stock Exchange.

• The Purchaser hereby acknowledges and agrees that the Offering is being made pursuant to a Private Placement Exemption.

• The Final Terms relating to an Instrument (but not a Note) may provide for an offer and sale of the whole or a portion of a Series of Instruments issued by GSI (but not any other Issuer) to qualified institutional buyers ("QIBs") (as defined in Rule 144A under the Securities Act ("Rule 144A")) within the United States in reliance on an exemption from the registration requirements of the Securities Act for transactions not involving any public offering ("Private Placement Exemption").

• Further, if any such Series is sold pursuant to an exemption from registration under the Securities Act pursuant to Section 4(2) of the Securities Act or its substantial equivalent (the "Private Placement Exemption") as stated in the applicable Supplement, the Certificates of such Series may only be transferred as provided in Section 6.03(e).

• In addition, GSI may from time to time issue Warrants that will be represented by a Regulation S/Rule 144A Global Warrant which can be (a) offered and sold to QIBs in reliance on the Private Placement Exemption and (b) offered and sold to investors who are located outside the United States and are not "US persons" as defined in Regulation S (each, a "Regulation S/Rule 144A Warrant").

• The parties agree to use commercially reasonable efforts to ensure that the issuance of the Parent Stock Consideration will be exempt from registration under the Securities Act by reason of Section 4(2) and/or Regulation D thereof (the "Private Placement Exemption").

• Each purchaser of Instruments offered within the United States is hereby notified that the offer and sale of such Instruments to it is made in reliance upon the Private Placement Exemption and that such Instruments are not transferable except as provided under "Selling Restrictions" below.

• In the event that the Permit Application, Hearing Request and Hearing Notice shall not have been declared effective by September 30, 2000, then at the written request of Panopticon to Broadbase, Broadbase and Panopticon shall take all reasonable actions necessary to qualify the issuance of the Exchange Shares in the Merger for an exemption from registration under the Securities Act pursuant to the Private Placement Exemption.

• Either: (a) the California Commissioner of Corporations shall have issued a permit declaring the Permit Application, Hearing Request and Hearing Notice with respect to the Merger effective, or (b) the issuance of the Broadbase common stock in connection with the Merger either (i) shall have been registered pursuant to a registration statement declared effective by the Commission, or (ii) shall be issuable pursuant to the Private Placement Exemption.

• Subject to Section 7.11, the shares of Parent Common Stock issued in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") either by reason of (i) Section 3(a)(10) of the Securities Act, or (ii) an exemption from registration set forth in Regulation D (the "Private Placement Exemption").

More Definitions of Private Placement Exemption

Private Placement Exemption shall have the meaning specified in Section 6.02 of the Pooling and Servicing Agreement.

Private Placement Exemption means the exemption from the requirement to register a prospectus under Section 272B(1) of the SFA;

Private Placement Exemption has the meaning set forth in Section 2.3(a).

Private Placement Exemption has the meaning set forth in Section 4.

Private Placement Exemption means, as applicable, (i) with respect to Purchasers in the Selling Jurisdictions in Canada, the “accredited investor” exemption under Section 2.3, the “minimum amount investment” exemption under Section 2.10, or the “family, friends and business associates” exemption under Section 2.5, in each case of NI 45-106, and (ii) with respect to Purchasers in the United States, the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A under the U.S. Securities Act and applicable exemptions from state securities laws;