Exemption from Registration and Qualification Clause Samples

The Exemption from Registration and Qualification clause defines circumstances under which certain securities offerings or transactions are not required to undergo the usual registration or qualification processes mandated by securities laws. In practice, this clause typically applies to private placements, offerings to accredited investors, or other transactions that meet specific legal criteria, thereby bypassing the need for full regulatory review. Its core function is to streamline the process for eligible issuers, reducing compliance burdens and facilitating faster access to capital while still maintaining investor protections through alternative requirements.
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Exemption from Registration and Qualification. The Seller will use its best efforts to maintain the exempt status of the Interests and will promptly advise the Placement Agent in the event that any jurisdiction deems that the Interests are not exempt from registration and qualification in any jurisdiction, or in the event of the institution of any proceedings related to the status of the Interests.
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Exemption from Registration and Qualification. The Company will use its best efforts to maintain the exempt status of the Shares and will promptly advise the Dealer Manager in the event that any jurisdiction deems that the Shares are not exempt from registration and qualification in any jurisdiction, or in the event of the institution of any proceedings related to the status of the Shares.
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Exemption from Registration and Qualification. The DST will use its best efforts to maintain the exempt status of the Interests and will promptly advise the Placement Agent in the event that any jurisdiction deems that the Interests are not exempt from registration and qualification in any jurisdiction, or in the event of the institution of any proceedings related to the status of the Interests.
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Exemption from Registration and Qualification. (a) The shares of Purchaser Common Stock to be issued in connection with this Agreement will be exempt from registration under Regulation S of the Securities Act of 1933, as amended (the "Securities Act"), and exempt from qualification under the California Corporations Code. (b) Certificates representing those shares of Purchaser Common Stock to be issued to the Seller pursuant to this Agreement will bear legends describing certain of the applicable restrictions on transferability set forth in Regulation S of the Securities Act and related stop-transfer instructions will be placed on such shares of Purchaser Common Stock by Purchaser or its duly appointed transfer agent and registrar. The Purchaser agrees that the restrictive Regulation S legend and stop-transfer instructions referred to herein will be removed upon the request of the Seller or the respective Parent Shareholders (as defined below) at the end of the applicable restricted period as set forth in Regulation S (which is forty (40) days from the Closing Date).
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Exemption from Registration and Qualification. The Operating Partnership will use its best efforts to maintain the exempt status of the Units and will promptly advise the Dealer Manager in the event that any jurisdiction deems that the Units are not exempt from registration and qualification in any jurisdiction, or in the event of the institution of any proceedings related to the status of the Units.
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Related to Exemption from Registration and Qualification

  • Exemption from Registration Subject to, and in reliance on, the representations, warranties and covenants made herein by the Investor, the offer and sale of the Shares in accordance with the terms and conditions of this Agreement is exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D; provided, however, that at the request of and with the express agreements of the Investor (including, without limitation, the representations, warranties and covenants of Investor set forth in Section 4.9 through 4.13), the Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued to the Investor or its designee only as DWAC Shares and will not bear legends noting restrictions as to resale of such securities under federal or state securities laws, nor will any such securities be subject to stop transfer instructions.

  • Exemption from Registration; Valid Issuances The sale and issuance of the Shares, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to any applicable federal or state law. When issued and paid for as herein provided, the Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Shares pursuant to, nor the Company's performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Shares or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Shares shall not subject the undersigned to personal liability by reason of the ownership thereof.

  • Regulation D Qualification Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.