Offering Memorandum Exemption Sample Clauses

The Offering Memorandum Exemption is a legal provision that allows companies to raise capital from investors without the need to file a full prospectus, provided they deliver an offering memorandum containing prescribed disclosure. In practice, this exemption is commonly used by private companies seeking to issue securities to a broader range of investors, as long as they provide detailed information about the business, risks, and terms of the offering in the memorandum. Its core function is to facilitate access to capital markets for issuers while ensuring investors receive sufficient information to make informed decisions, thereby balancing regulatory oversight with practical fundraising needs.
POPULAR SAMPLE Copied 1 times
Offering Memorandum Exemption. The Manager reserves the right to change at any time and from time to time the minimum amounts for initial and additional investments in the Fund.
View SourceView Similar (4)
Offering Memorandum Exemption. RISK ACKNOWLEDGEMENT You must complete and sign two copies of the Risk Acknowledgement Form in Schedule "A". You must keep one copy for your records and one copy must be provided to the issuer.
View SourceView Similar (2)
Offering Memorandum Exemption. If the Subscriber is purchasing pursuant to the offering memorandum prospectus exemption set out at Section 2.9 of National Instrument 45-106, the Subscriber:
View SourceView Similar (2)
Offering Memorandum Exemption. The Subscriber hereby represents and certifies that the Subscriber is acting for his, her or its own account and is purchasing Units as principal (or is deemed by National Instrument 45-106 – Prospectus and Registration Exemptions (“NI 45-106”) to be acting as principal) for investment purposes only and not with a view to resale and: □ is a resident of British Columbia, New Brunswick, Nova Scotia or Newfoundland and Labrador, has received a copy of the Offering Memorandum, and has completed the Risk Acknowledgement Form attached as Schedule “C” to acknowledge the risks associated with an investment in the Units. [please complete Schedule “C”] The Subscriber has read the terms of the Subscription Terms and Conditions and Power of Attorney which forms part of this Subscription Application and hereby offers to purchase Units at the aggregate principal amount set out above (the "Subscription Price") on the foregoing terms and conditions as of the below date. Signature of Subscriber, Manager (on behalf of above investor), or Signing Officer Date Signature of Co-Subscriber (for Joint Accounts only) Date Signature of Witness Witness Name Witness Address This subscription is accepted in the City of Toronto this day of , 20 . NORREP CAPITAL MANAGEMENT LTD. as manager of NORREP ENHANCED CREDIT FUND By: Name: Title: TO: Norrep Capital Management Ltd. (the “Manager”) I have read and understand this “Consent to Electronic Delivery of Documents” and consent to the electronic delivery of the documents listed below that the Manager elects to deliver to me electronically, all in accordance with my instructions below.
View SourceView Similar (2)
Offering Memorandum Exemption under this exemption, any resident of British Columbia, Alberta, Ontario, Quebec, Saskatchewan or Manitoba may purchase securities from any issuer in such provinces provided the following conditions are satisfied: a. the investor must buy the security on his or her own behalf; b. restrictions on securities that can be distributed under the Offering Memorandum Exemption are: specified derivatives, structured finance products, investment funds (except in British Columbia and Manitoba). (Investment funds are restricted in Alberta and Saskatchewan unless they are non-redeemable investment funds or mutual funds that are reporting issuers. All types of investment funds are restricted in Ontario and Quebec). c. all marketing materials for the offering must be referenced in a statement within the Offering Memorandum and filed with applicable Canadian Regulators together with the Offering Memorandum (except in British Columbia and Manitoba); d. the issuer must sign a certificate that indicates that the offering memorandum does not contain a misrepresentation; e. before the investor signs the agreement to purchase the securities, the issuer: i. obtains a signed risk acknowledgement form (Form 45-106F4) from the investor. Except in British Columbia, this includes: • schedule 1: Classification of Investors under the Offering Memorandum Exemption • schedule 2: Investment Limits for Investors under the Offering Memorandum Exemption; and ii. delivers an offering memorandum, prepared in the required form, to the investor (OM for Non-Qualifying Issuers- Form 45-106F2; OM for Qualifying Issuers- Form 45-106F3) a. if the individual is a retail investor, invests no more than $10,000 in a 12- month period; b. if the individual is an eligible investor, has not received advice from a portfolio manager, investment dealer or exempt market dealer that the investment is suitable and invests no more than $30,000 in a 12-month period; c. if the individual is an eligible investor, has received advice from portfolio manager, investment dealer or exempt market dealer that the particular investment is suitable and invests no more than $100,000 in a 12-month period.
View Source
Offering Memorandum Exemption the Investor is a resident of the Province of British Columbia, Alberta, Saskatchewan, Manitoba or Ontario, and: (i) the Investor has received, reviewed and understands the Company’s confidential offering memorandum dated March 15, 2018, as updated, amended or restated from time to time prior to the date of this subscription (the “Offering Memorandum”), the Investor has completed and signed Exhibit 1 in respect of acknowledging receipt of the Offering Memorandum, the Investor has reviewed and understands the the disclosure set out in the Offering Memorandum, including, without limitation, under the heading Item 8 – Risk Factors; and, other than the Offering Memorandum and any marketing materials delivered by the Company and incorporated by reference therein, the Investor has not received or requested, and does not have any need to receive, any other offering document or other document describing the Company that has been prepared for delivery to and review by prospective subscribers in order to assist the Investor in making an investment decision in respect of the Shares; and (ii) it has completed and signed two copies of the Risk Acknowledgement form attached as (iii) Investors who are residents of the Province of Alberta, Saskatchewan, Manitoba or Ontario either: (A) the acquisition cost to the Investor does not exceed $10,000; or (B) the Investor is an “eligible investor” as such term is defined in National Instrument 45- 106 - Prospectus Exemptions (“NI45-106”) and the Investor was not created or used solely to purchase or hold securities as an “eligible investor”, and the Investor has concurrently executed and delivered a Representation Letter in the form attached as Exhibit 3 hereto and has initialed in Appendix “A” thereto indicating that the Investor satisfies one of the categories of “eligible investor” set forth in such definition; and (iv) if the Investor is an individual and a resident in the Province of Alberta, Saskatchewan or Ontario, the Investor has concurrently completed, executed and delivered Exhibit 4 and meets the investment limit described in Exhibit 4; and (v) if, pursuant to subsection 3(a)(iii)(B), above, the Investor has indicated in Exhibit 3 that they are: (A) an “accredited investor”, as such term is defined in NI 45-106 or section 73.3 of the Securities Act (Ontario), the Investor was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredi...
View Source
Offering Memorandum Exemption. The Investor has: (A) received a copy of the Issuer's Offering Memorandum and has signed the Risk Acknowledgement; and (B) noted the Issuer's advice in the Offering Memorandum that the Investor's subscription funds will be held in trust for the Investor until midnight on the second business day after the Subscription Agreement is signed by the Investor; or
View Source

Related to Offering Memorandum Exemption

  • Offering Memorandum The Company, as promptly as possible, will furnish to each Initial Purchaser, without charge, such number of copies of the Preliminary Offering Memorandum, the Final Offering Memorandum and any amendments and supplements thereto and documents incorporated by reference therein as such Initial Purchaser may reasonably request.

  • Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum The Preliminary Offering Memorandum, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, in the form first used by the Initial Purchasers to confirm sales of the Securities and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum.

  • Copies of the Offering Memorandum The Company agrees to furnish the Initial Purchasers, without charge, as many copies of the Pricing Disclosure Package and the Final Offering Memorandum and any amendments and supplements thereto as they shall reasonably request.

  • Disclosure Package The term “Disclosure Package” shall mean (i) the Pricing Prospectus, as amended or supplemented, (ii) each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, (iii) the pricing terms set forth in Schedule C to this Agreement, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Applicable Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriter Information.

  • Prospectus The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.