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.
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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.
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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 offer of securities in Panama as part of a "private placement" or only to "institutional investors" are exempt from registration under nu- merals 2 (Private Placement Exemption) and 3 (Institutional Investors Exemption) of Article 129 of the Securities Law.

  • In the event the Merger Consideration is to be issued to the Company Shareholders pursuant to a Private Placement Exemption, Parent shall have executed and delivered to the Company the Registration Rights Agreement in substantially the form attached hereto as Exhibit F.

  • 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.

  • 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 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").

  • In the event, pursuant to Section 7.11, Parent and the Company determine that the Merger Consideration may not be issued in reliance on Section 3(a)(10) of the Securities Act or the Private Placement Exemption, Parent shall promptly prepare and file with the SEC a Form S-4 as provided in Section 7.11 for the purpose of registering the offer and sale of the Merger Consideration on Form S-4.

  • 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").

  • 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.


More Definitions of Private Placement Exemption

Private Placement Exemption means the exemption from the requirement to register a prospectus under Section 272B(1) of the SFA;
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Private Placement Exemption has the meaning specified in Section 6.02 of the Pooling and Servicing Agreement.
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Private Placement Exemption has the meaning set forth in Section 4.
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Private Placement Exemption has the meaning set forth in Section 2.3(a).
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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;
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Private Placement Exemption shall have the meaning specified in Section 6.02 of the Pooling and Servicing Agreement.
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Related to Private Placement Exemption

  • Private Placement (or “limited offering”) means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) of the 1933 Act or pursuant to rule 504, rule 505 or rule 506 under the 1933 Act.

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Private place means a location which, at the time alcoholic beverages are kept, dispensed, or consumed, meets all of the following criteria:

  • INHAM Exemption is defined in Section 6.2(e).

  • Private Placement Lock-up Period means, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.

  • Private Placement Warrants shall have the meaning given in the Recitals hereto.

  • Private Placement Units shall have the meaning given in the Recitals hereto.

  • QPAM Exemption is defined in Section 6.2(d).

  • Underwriter’s Exemption Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as amended (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • New Exemption means the exemption from real property taxation provided hereunder with respect to the Exemption Area.

  • Foster care placement means placement of a child through (i) an agreement between the parents or

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Interstate placement means the arrangement for the care of a child in an adoptive home, foster care placement or in the home of the child's parent or with a relative or nonagency guardian, into or out of the Commonwealth, by a child-placing agency or court when the full legal right of the child's parent or nonagency guardian to plan for the child has been voluntarily terminated or limited or severed by the action of any court.

  • certificate of exemption means any document evidencing that the entity is exempt from

  • Private Placement Memorandum means offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).

  • Investor-Based Exemption Any of Prohibited Transaction Class Exemption ("PTCE") 84-14 (for transactions by independent "qualified professional asset managers"), PTCE 91-38 (for transactions by bank collective investment funds), PTCE 90-1 (for transactions by insurance company pooled separate accounxx), XXXX 95-60 (for transactions by insurance company general accounts) or PTCE 96-23 (for transactions effected by "in-house asset managers"), or any comparable exemption available under Similar Law.

  • Securities Financing Transactions Regulation means Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012;

  • Class Exemption A class exemption granted by the U.S. Department of Labor, which provides relief from certain of the prohibited transaction provisions of ERISA and the related excise tax provisions of the Code.

  • Permanent foster care placement means the place of residence in which a child resides and in

  • Private Securities Transaction means any securities transaction relating to new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the Financial Industry Regulatory Authority’s (FINRA) Conduct Rules, transactions among immediate family members (as defined in the interpretation of the FINRA Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal securities transactions in investment company and variable annuity securities shall be excluded.

  • Personal Securities Transaction means any transaction in a Covered Security in which an Access Person has a direct or indirect Pecuniary Interest.

  • Personal Securities Transactions means any transaction in a Security pursuant to which an Access Person would have a Beneficial Ownership interest with the exception of obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, money market fund shares, commercial paper, high quality short-term debt instruments and registered open-end investment companies, none of which are funds advised or sub-advised by the Firm.

  • Statutory Exemption means the statutory exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code.

  • Prohibited Transaction Class Exemption means U.S. Department of Labor prohibited transaction class exemption 84-14, 90-1, 91-38, 95-60 or 96-23, or any similar prohibited transaction class exemption issued by the U.S. Department of Labor.

  • Privately Offered Certificates [______________], Mortgage Pass-Through Certificates, Series [_______], Class [__] issued pursuant to the Pooling and Servicing Agreement.