Regulation D Offering definition

Regulation D Offering shall have the meaning ascribed to such term in
Sample 1
Regulation D Offering means that certain private placement offering of limited liability company interests of the Company conducted by Livingston Securities, LLC under Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), that commenced in July 2019.
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Regulation D Offering. To Circuit Test's knowledge, the information provided to Parent by the holders of shares of Circuit Test Common Stock, which information is set forth in each such holder's Voting Agreement (as defined in Section 8.3(g)) delivered to Parent, is true and correct in all material respects.
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Examples of Regulation D Offering in a sentence

  • Regulation D Offering We are also conducting a private offering to accredited investors of up to $25,000,000 principal amount of 10% convertible promissory notes (the “Notes”) in reliance upon an exemption from registration provided by rule 506(b) of Regulation D and Section 4(a)(2) under the Securities Act of 1933, as amended (the “Reg D Offering”) and otherwise in compliance with applicable securities laws.

  • Client wishes to engage RDR for the provision of the Services, related resources, and deliverables in order to streamline Client’s planned undertaking of the Regulation D Offering.

  • We have not allocated any specific number of Company Offered Stock to the Concurrent Regulation D Offering or this offering and we may sell up to all of the Company Offered Stock in the Concurrent Regulation D Offering, which would significantly reduce the number of Company Offered Stock available for sale in this offering.

  • Client further understands and agrees that RDR does not warrant or guarantee that the Client’s Regulation D Offering will be successful, however so defined.

  • Client further understands and agrees that RDR does not warrant or guarantee that the Client’s Regulation D Offering will be successful.

  • We may commence selling the Company Offered Stock in the Concurrent Regulation D Offering before the date on which this Regulation A offering is qualified by the SEC.

  • Furthermore, RDR also does not provide any assurance or warranty of successful capital formation using the Regulation D Offering Documents prepared by RDR for the Client.

  • Client wishes to engage RDR for the provision of the Services, related resources, and deliverables in order to streamline Client’s planned undertaking of the Regulation D Offering; and, WHEREAS, RDR wishes to provide such Services to the Client.

  • The Concurrent Regulation D Offering will be made pursuant to a separate offering document only to persons who can verify to us that they are “accredited investors,” as such term is defined in Regulation D.

  • The Company Offered Stock that we sell in the Concurrent Regulation D Offering will be restricted securities under the Securities Act, which means that they cannot be offered for sale, sold, assigned or otherwise transferred unless the transaction is registered under the Securities Act or unless there is an exemption from the registration requirements of the Securities Act and state securities laws available with respect to such transaction.


More Definitions of Regulation D Offering

Regulation D Offering. The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. The Company will provide, at the Company’s expense, such other legal opinions in the future as are reasonably necessary for the issuance and resale of the Common Stock issuable upon conversion of the Notes and exercise of the Warrants pursuant to an effective registration statement.
Sample 1
Regulation D Offering means the offering of Series Seed Preferred Stock pursuant to Regulation D of the Securities Act of 1933.
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Related to Regulation D Offering

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Regulation D means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

  • Public Offering means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

  • FRB Regulation D means Regulation D as promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as amended.

  • Qualified Initial Public Offering means a public offering of the securities of Parent pursuant to an effective registration statement filed under the Securities Act, that is fully underwritten pursuant to a firm commitment contract and with respect to which the product of (a) the price to the public per share multiplied by (b) the aggregate number of offered shares will yield Net Offering Proceeds of at least $50,000,000.

  • SEC Regulation D means Regulation D as promulgated under the Securities Act of 1933, as amended, as the same may be in effect from time to time.

  • Regulation S-T means Regulation S-T of the Commission.

  • Shelf Offering has the meaning set forth in Section 1(d)(i).

  • Regulation S Investor With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate pursuant to Regulation S.

  • Offering shall have the meaning ascribed to such term in Section 2.1(c).

  • rule making ’ means agency process for formulating, amending, or repealing a rule;

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

  • Regulation CF means Regulation Crowdfunding promulgated under the Securities Act.

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Delayed Offering means an offering of securities pursuant to Rule 415 which does not commence promptly after the effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration statement at the effective date thereof with respect to the securities so offered. Whether the offering of the Securities is a Non-Delayed Offering or a Delayed Offering shall be set forth in Schedule I hereto.

  • Underwritten Public Offering means an underwritten Public Offering, including any bought deal or block sale to a financial institution conducted as an underwritten Public Offering.

  • Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Regulation E includes specific rules for all parties involved governing the issuance and use of Debit Cards and the processing of On-line Debit Card Transactions.

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

  • Marketed Underwritten Shelf Take-Down has the meaning set forth in Section 2.02(e)(iii).

  • Securities Act means the Securities Act of 1933, as amended.

  • Private Offering means the private offering of Preferred Stock pursuant to the Memorandum.

  • Initial Offering means the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.

  • Marketed Underwritten Offering means any Underwritten Offering (including a Marketed Underwritten Shelf Take-Down, but, for the avoidance of doubt, not including any Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down) that involves a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period of at least 48 hours.

  • Regulations D, T, U and X” means, respectively, Regulations D, T, U and X of the Board of Governors of the Federal Reserve System (or any successor), as the same may be modified and supplemented and in effect from time to time.

  • Piggyback Offering has the meaning set forth in Section 8(a).