Câu lạc bộ BJJ Hà Nội, 75 - Đặng Văn Ngữ
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Pipe Registration Rights Agreement

It is certainly not explicitly stated that the above guidelines are likely based on the staff`s conclusion that the private placement described in C-DI 139.10 is terminated at the time of the registration statement, despite any further adjustments in the number of shares that can be issued during the conversion on the basis of the share price at the time of conversion. In other words, the ability to adjust the number of shares to be converted after the bid does not mean that the private placement is not completed before the bid. The requirement set out in c-DI 134.01 and 139.11 and Securities Act 152 is that the private placement must be completed before the filing of the resale registration statement. However, C-DI 139.11 and 134.01 apply, in accordance with their terms, only to PIPE transactions for which securities (or securities converted to these securities) have not yet been sold or issued to selling shareholders at the time of the filing of the registration statement. On the other hand, in the Genprex business, all shares and warrants were sold to selling shareholders prior to the filing of the resale registration statement. C-DI 139.11 and 134.01 therefore do not apply to the Genprex transaction. Answer: If the transaction related to the issuance of the convertible guarantee does not meet the conditions under which an entity may file a registration statement for the resale of convertible bonds not issued before the actual issue (usually called “PIPE” or private placement, public capital transaction, as explained below), the registration of the resale of unsold convertible bonds would not be considered a valid secondary offer. Instead, the transaction would be treated by the issuer as an indirect offer and therefore as a principal offer, the investor being identified as “underwriter” in the registration statement. In these circumstances, the phrase “may be an insurer” should not be used in the registration statement. Instead, it must be said in the registration statement that the investor is “an underwriter”. As a result, the entity may only record the resale of the underlying common stock or changes on Form S-3 if the entity has the right to use this form for a principal offer. If, after the filing of the registration statement of the securities underlying the previously sold convertible bonds, the entity continues to sell additional convertible bonds by the private sector, the continuation of the same offer may call into question the exemption under Article 4, paragraph 2, which applies to the entire offer of convertible bonds.