Foreign Private Issuer Clause Samples
The Foreign Private Issuer clause defines the criteria under which a company incorporated outside the United States qualifies as a foreign private issuer for regulatory and reporting purposes. This clause typically outlines the ownership thresholds, governance structure, and the extent of U.S. market involvement that determine eligibility, such as the percentage of shares held by U.S. residents or the composition of the board of directors. Its core function is to clarify which companies are subject to certain exemptions or alternative disclosure requirements under U.S. securities laws, thereby ensuring appropriate regulatory treatment and reducing compliance burdens for qualifying foreign entities.
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Foreign Private Issuer. The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.
Foreign Private Issuer. The Company is a “foreign private issuer” (as such term is defined in the Rules and Regulations under the Securities Act and Exchange Act) and, as of the Effective Time, the conditions to the use of Form F-1 in connection with this offering and sale of the Shares as contemplated hereby have been satisfied.
Foreign Private Issuer. The Company is a “foreign private issuer,” as such term is defined in Rule 405 under the 1933 Act.
Foreign Private Issuer. From the time of initial confidential submission of the Registration Statement with the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof, the Company has been and is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.
Foreign Private Issuer. The Company is, and upon completion of the transactions described herein, will be, a “foreign private issuer” within the meaning of Rule 3b-4 under the Exchange Act.
Foreign Private Issuer. The Company will promptly notify the Representatives if the Company ceases to be a Foreign Private Issuer at any time prior to the later of (i) completion of the distribution of Shares within the meaning of the Securities Act and (ii) completion of the 90-day restricted period referred to in Section 4(h) hereof.
Foreign Private Issuer. PubCo is and shall be at all times commencing from the date 30 days prior to the first filing of the Proxy/Registration Statement with the SEC through the Acquisition Closing, a foreign private issuer as defined in Rule 405 under the Securities Act.
Foreign Private Issuer. The Bank is a “foreign private issuer” (as defined in Rule 405 under the Securities Act).
Foreign Private Issuer. The Partnership is a “foreign private issuer” (as defined in Regulation S under the 1933 Act).
Foreign Private Issuer. Except as disclosed in the Registration Statement, the Company is a “foreign private issuer” within the meaning of Rule 405 under the 1933 Act.