RELIANCE ON EXEMPTIONS definition

RELIANCE ON EXEMPTIONS. ISA understands that FLUX U.S. (a) is issuing the Warrants and will be issuing the Warrant Shares, if at all, to ISA in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and (b) is relying in part upon the truth and accuracy of, and ISA's compliance with, the representations, warranties, agreements, acknowledgments and understandings of ISA set forth in this Agreement in order to determine the availability of such exemptions and the eligibility of ISA to acquire the Warrants and the Warrant Shares.
Sample 1
RELIANCE ON EXEMPTIONS. The Investor understands that the Securities are being offered and sold to him in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Investor's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Securities.
Sample 1

Examples of RELIANCE ON EXEMPTIONS in a sentence

  • THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS.

  • RESIDENTS OF ALL STATES: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS.

  • THE SECURITIES ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS.

  • FOR RESIDENTS OF ALL STATES: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS.

  • THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS.

  • RESIDENTS OF ALL STATES: THE UNITS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS.

  • THE CONVERTIBLE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS.

  • THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.THE COMMON SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS.

  • The certificates representing the Warrant Shares shall bear a legend substantially similar to the following: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAW OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND SUCH LAWS.

  • Within three (3) calendar days of completing the leave of absence the employee shall, in writing, provide an explanation of the emergency situation to the Foundation.

Related to RELIANCE ON EXEMPTIONS

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

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

  • EEA Regulations means the Immigration (European Economic Area) Regulations 2006.

  • Certification Requirements means those requirements specified or referenced in this Agreement that you must meet in order to use and maintain the Certification Designation and use the Logo in accordance with the terms of this Agreement.

  • Margin Regulations means Regulation T, Regulation U and Regulation X of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time.

  • Data Protection Requirements means all applicable (i) Data Protection Laws, (ii) Privacy Policies and (iii) those terms of any Contracts imposing obligations on the Company or its Subsidiaries with respect to the Company’s collection, use, storage, disclosure, or cross-border transfer of Personal Data.

  • Rule 144A means Rule 144A promulgated under the Securities Act.

  • QIBs means qualified institutional buyers as defined in Rule 144A.

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

  • Storage Injection Requirements means all volumes required by the Seller for injection into underground storage, including cushion gas, and for liquification, including fuel used for injection and in liquification plants, or for such other storage projects that may be developed expressly for the protection of supply to high priority users.

  • Section 162(m) Exemption means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.

  • Exemption means the exemption from real property taxation provided hereunder.

  • Rule 904 means Rule 904 promulgated under the Securities Act.

  • the 2007 Regulations means the Civil Enforcement of Parking Contraventions (England) General Regulations 2007;

  • the 2000 Regulations means the Water Supply (Water Quality) Regulations 2000(b); "the 2001 Regulations" means the Water Supply (Water Quality) Regulations 2001(c);

  • the Regulations means the Local Government: Municipal Finance Management Act, 2003, Municipal Supply Chain Management Regulations published by Government Notice 868 of 2005;

  • the 1997 Regulations means the Zebra, Pelican and Puffin Pedestrian Crossing Regulations 1997.

  • Request for Qualifications means all materials and

  • United States Securities Person Any “U.S. person” as defined in Rule 902(k) of Regulation S.

  • Offshore Transaction Any “offshore transaction” as defined in Rule 902(h) of Regulation S.

  • U.S. Persons means such persons as defined in Regulation S of the United States Securities Act of 1933 and particularly includes residents of the United States as well as American stock corporations and private companies.

  • the 2010 Regulations means the Occupational and Personal Pension Schemes (Automatic Enrolment) Regulations 2010;

  • 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.

  • Perfection Requirements means the making or procuring of filings, stampings, registrations, notarisations, endorsements, translations and/or notifications of any Finance Document (and/or any Security created under it) necessary for the validity, enforceability (as against the relevant Obligor or any relevant third party) and/or perfection of that Finance Document.

  • Prior Exemption means the existing tax exemption of the Exemption Area pursuant to Section 421-a(1-15) of the Real Property Tax Law.

  • the 2012 Regulations means the Council Tax Reduction Schemes (Prescribed Requirements) (England) Regulations 2012;