General Rules and Regulations
Securities Act of 1933
Rule 506 -- Exemption for Limited Offers and Sales without Regard to Dollar Amount of Offering
Exemption.Offers and sales of securities
by an issuer that satisfy the conditions in paragraph (b) of this Rule 506 shall
be deemed to be transactions not involving any public offering within the meaning
of section 4 (2) of the Act.
Conditions to be met-
General conditions. To qualify for an exemption
under this section, offers and sales must satisfy all the terms and conditions ofRule 501 and Rule 502.
Limitation on number of purchasers. There
are no more than or the issuer reasonably believes that there are no more than 35
purchasers of securities from the issuer in any offering under this section.
Note: See Rule 501(e) for the calculation
of the number of purchasers and Rule 502(a) for what
may or may not constitute an offering under this Rule 506.
Nature of purchasers.Each purchaser
who is not an accredited investor either alone or with his purchaser representative(s)
has such knowledge and experience in financial and business matters that he is capable
of evaluating the merits and risks of the prospective investment, or the issuer reasonably
believes immediately prior to making any sale that such purchaser comes within this
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