Basis of Offering Sample Clauses

Basis of Offering. Securities offered here are only offered pursuant to an exemption from registration under the Securities and Exchange Act of 1933, such exemption being established by qualification of the Company's Offering Circular. The securities offered for sale by the Issuer shall not be sold and any transaction contemplated by the Parties shall not consummate unless the Offering Circular is qualified as a "Tier 2" Offering by the SEC pursuant to Regulation A. The securities offered for sale are not registered with any corresponding state agency, since a qualified Tier 2 Offering is exempt from such registration. However, some states will still require that a notice of offering be filed along with a filing fee. In other states those persons selling the Company's securities will be required to qualify and/or register as selling agents of the Company.
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Basis of Offering. The securities offered for sale by the Issuer are not registered with the SEC. The securities offered for sale are not registered with any corresponding state agency, as disclosed below. The Issuer is offering securities for sale based on an exemption from the requirements to register securities as promulgated by various federal and state laws governing the sale of such securities. Specifically, Issuer relies upon Regulation A, 17 CFR Part 230, General Rules and Regulations, Securities Act of 1933, as amended, §§ 230.251 - 230.300-230.346, as promulgated by the SEC (the “Securities Act”). Securities offered here are only offered pursuant to an exemption from registration under the Securities Act, such exemption being established by qualification of the Company’s Offering Statement. The securities offered for sale are not registered with any corresponding state agency, since a qualified Tier 2 Offering is exempt from such registration. However, some states will still require that a notice of offering be filed along with a filing fee. In other states those persons selling the Company’s securities will be required to qualify and/or register as selling agents of the Company. 2.2.1 Pursuant to the Offering Circular, we are seeking to raise up to $75,000,000 through the sale of Common Stock under Regulation A (the “Offering”). The Offering Circular is available through the SEC’s website at: ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇/browse/?CIK=1721469 and may also be obtained by contacting the Company. Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. There are no other documents upon which the Subscriber is to rely. The Subscriber is cautioned not to rely on any verbal representations by any direct or affiliated representative of the Company.
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Basis of Offering. The site is offered for Sale freehold subject to vacant possession after 30th September 2022 but otherwise on an unconditional basis other than various easements. The Guide Price is £685,000 - Subject to Contract. The vendors’ have not elected to waive the exemption to VAT and therefore VAT will not be payable in addition to the purchase price. The vendor’s architects/planning consultants – G R Merchant Ltd (contact ▇▇▇▇▇ ▇▇▇▇▇▇ Tel: ▇▇▇▇▇ ▇▇▇▇▇▇) Email: ▇▇▇▇▇▇▇▇▇▇.▇▇▇▇.▇▇▇▇@▇▇▇▇▇.▇▇▇) will be pleased to answer any specific questions regarding Planning and Consents that have been obtained to date. General enquiries should be directed to the Residential Land Department of Messrs ▇ ▇▇▇▇▇▇▇▇▇ & Co. on 01775 766 766 or at ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. We make every effort to produce accurate and reliable details but if there are any particular points you would like to discuss prior to making your inspection, please do not hesitate to contact our office also to check continuing availability. These particulars are issued subject to the property described not being sold, let, withdrawn, or otherwise disposed of. These particulars are believed to be correct, but their accuracy cannot be guaranteed, and they do not constitute an offer or a contract.
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Basis of Offering. Securities offered here are only offered pursuant to an exemption from registration under the Securities and Exchange Act of 1933, such exemption being established by qualification of the Company ’
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Basis of Offering. The securities offered for sale by the Issuer are not registered with the SEC. The securities offered for sale are not registered with any corresponding state agency, as disclosed below. The Issuer is offering securities for sale based on an exemption from the requirements to register securities as promulgated by various federal and state laws governing the sale of such securities. Specifically, Issuer relies upon Regulation A, 17 CFR Part 230, General Rules and Regulations, Securities Act of 1933, as amended, §§ 230.251 - 230.300-230.346, as promulgated by the SEC (the “Securities Act”). Securities offered here are only offered pursuant to an exemption from registration under the Securities Act, such exemption being established by qualification of the Company’s Offering Statement. The securities offered for sale are not registered with any corresponding state agency, since a qualified Tier 2 Offering is exempt from such registration. However, some states will still require that a notice of offering be filed along with a filing fee. In other states those persons selling the Company’s securities will be required to qualify and/or register as selling agents of the Company.
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Related to Basis of Offering

  • Reduction of Offering If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken together with the shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration: (a) If the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; (b) If the registration is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), collectively the shares of Common Stock or other securities comprised of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.

  • Announcement of Offering The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make public its involvement with the Offering.