Exempt Distribution Clause Samples

The Exempt Distribution clause defines the conditions under which securities can be offered or sold without the need for a full prospectus or registration, typically in accordance with specific legal exemptions. In practice, this clause outlines the types of investors or transactions that qualify for exemption, such as private placements to accredited investors or limited offerings to a small number of purchasers. Its core function is to facilitate capital raising while reducing regulatory burdens, allowing issuers to efficiently access funding without the time and expense of full regulatory compliance.
POPULAR SAMPLE Copied 1 times
Exempt Distribution. Purchaser acknowledges that because its subscription under this Agreement is being made pursuant to exemptions from the prospectus and registration requirements of applicable securities law: (a) its ability to enforce civil liabilities under the United States federal securities laws may be affected adversely by, among other things: (1) the fact that the Company is organized under the laws of Canada; (2) some or all of its directors and its officers may be residents of Canada, and (3) a substantial portion of the assets of the Company and said persons may be located outside the United States; and (b) the Company is relieved from certain obligations that would otherwise apply under the applicable securities laws if the exemptions were not being used.
View SourceView Similar (3)
Exempt Distribution. Subject to Section 2.1(b)(vi), the first trade of the Consideration Shares and DroneCorp Shares issuable pursuant to exercise of Draganfly Warrants following Closing by any Draganfly Shareholder to whom the applicable securities laws of a jurisdiction of Canada apply will not be a distribution or otherwise subject to the prospectus requirements of such securities laws provided that: (i) DroneCorp is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding such first trade; (ii) the trade is not a “control distribution” as defined in National Instrument 45-102 – Resale of Securities; (iii) no unusual effort is made to prepare the market or to create a demand for the Consideration Shares subject to such trade and no extraordinary commission or consideration is paid to a person or company in respect of the trade; and (iv) if the seller of the Consideration Shares is an “insider” or “officer” of DroneCorp (as those terms are defined in such securities laws), the seller has no reasonable grounds to believe that DroneCorp is in default of securities legislation.
View Source
Exempt Distribution. The distribution of Resulting Issuer Securities pursuant to the Business Combination shall be exempt from the prospectus and registration requirements of Applicable Securities Laws in Canada either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Applicable Securities Laws in Canada and shall not be subject to resale restrictions under Applicable Securities Laws in Canada (other than as applicable to control persons, pursuant to section 2.6 of National Instrument 45-102 - Resale of Securities or pursuant to the requirements of the NEO).
View Source
Exempt Distribution. The distribution of the Interra Securities pursuant to the Acquisition shall be exempt from the prospectus and registration requirements of Canadian Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and shall not be subject to resale restrictions under Canadian Securities Laws (other than as applicable to control persons, pursuant to section 2.6 of National Instrument 45-102 - Resale of Securities or pursuant to the requirements of the CSE).
View Source
Exempt Distribution. The first trade of the Consideration Shares by an MMJ Shareholder to whom the applicable securities laws of a jurisdiction of Canada apply will not be a distribution or otherwise subject to the prospectus requirements of such securities laws provided that: (i) Scythian is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding such first trade; (ii) the trade is not a “control distribution” as defined in National Instrument 45-102 – Resale of Securities; (iii) no unusual effort is made to prepare the market or to create a demand for the Consideration Shares subject to such trade and no extraordinary commission or consideration is paid to a person or company in respect of the trade; and (iv) if the seller of the Consideration Shares is an “insider” or “officer” of Scythian (as those terms are defined in such securities laws), the seller has no reasonable grounds to believe that Scythian is in default of securities legislation.
View Source

Related to Exempt Distribution

  • Qualified Distributions Qualified distributions from your ▇▇▇▇ ▇▇▇ (both the contributions and earnings) are not included in your income. A qualified distribution is a distribution which is made after the expiration of the five-year period beginning January 1 of the first year for which you made a contribution to any ▇▇▇▇ ▇▇▇ (including a conversion from a Traditional IRA), and is made on account of one of the following events. • Attainment of age 59½ • Disability • First-time homebuyer purchase • Death For example, if you made a contribution to your ▇▇▇▇ ▇▇▇ for 2007, the five-year period for determining whether a distribution is a qualified distribution is satisfied as of January 1, 2012.

  • Qualified Reservist Distributions If you are a qualified reservist member called to active duty for more than 179 days or an indefinite period, the payments you take from your IRA during the active duty period are not subject to the 10 percent early distribution penalty tax.

  • Required Distributions Except in the case of a special needs beneficiary, the assets of the ▇▇▇▇▇▇▇▇▇ ESA are required to be distributed to the designated beneficiary within 30 days of the designated beneficiary’s attainment of age 30. The designated beneficiary will be subject to both income tax and an additional 10 percent penalty tax on the portion of the distribution that represents earnings, if the designated beneficiary does not have any qualified education expenses in that year. Any balance remaining in the ▇▇▇▇▇▇▇▇▇ ESA upon the death of the designated beneficiary will be distributed within 30 days of the designated beneficiary’s death, unless a death beneficiary is named and the death beneficiary is a qualified family member under age 30. If the death beneficiary is a qualified family member under age 30, that individual will become the designated beneficiary as of the date of death. Qualified family members include the designated beneficiary’s child, grandchild, or ▇▇▇▇▇▇▇▇▇, brother, sister, stepbrother, or stepsister, nephew or niece, parents, stepparents, or grandparents, uncle or aunt, spouses of all the family members listed above, cousin, and the designated beneficiary’s spouse. If a qualified family member becomes the designated beneficiary, the custodian, if it so chooses for any reason (e.g., due to limitations of its charter or bylaws), may require a total distribution of the ▇▇▇▇▇▇▇▇▇ ESA by December 31 of the year following the year of the original designated beneficiary’s death.

  • REMIC Distributions On each Distribution Date the Trustee shall be deemed to have allocated distributions to the REMIC I Regular Interests, REMIC II Regular Interests, Class CE Interest, Class P Interest and Class IO Interest in accordance with Section 5.07 hereof.

  • Final Distributions Upon the winding up of the LLC, the assets must be distributed as follows: (a) to the LLC creditors; (b) to Members in satisfaction of liabilities for distributions; and (c) to Members first for the return of their contributions and secondly respecting their LLC interest, in the proportions in which the Members share in profits and losses.