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Private Offerings Using Regulation D & Intrastate Exemptions
 
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Private Offerings Using Regulation D & Intrastate Exemptions Presentation (3-16-16). Presented by: Patrick Haddad
Views: 1512 michiganLARA
Regulation D Securities Exemptions
 
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http://thebusinessprofessor.com/regulation-d-securities-exemption/ Regulation D Securities Registration Exemptions
Introduction de l'Automatique :Asservissement et régulation des systèmes linéaires
 
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une animation illustre le principe de régulation d'un chateau d'eau : http://www.wontu.fr/animation-chateau-d-eau. رابط الإلتحاق بقناتنا https://www.youtube.com/channel/UCsrSG-ikrbHtAPcZb2MWgCg?sub_confirmation=1
Views: 80909 EASY STUDY
GolfSuites - Regulation D 506c
 
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THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ACCORDINGLY, THE SECURITIES CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE ACT. IN ADDITION, THE SECURITIES CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SECURITIES MAY ONLY BE PURCHASED BY PERSONS WHO ARE “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT). THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
506(c) Exemption
 
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506(c) Exemption- Today is the continuation of a Lawcast series discussing Rule 506 of Regulation D including the difference between a traditional 506(b) offering and a 506(c) offering that allows general solicitation and advertising. In prior Lawcasts in this series I have been drilling down on the question of what constitutes general solicitation and advertising for purposes of determining whether particular solicitations would require a company to rely on Rule 506(c) as opposed to 506(b) in connection with their offering. High Level 506(c) Exemptions- Today, I’m going to backtrack a little and explain the overall high level 506(c) exemption. A Rule 506(c) offering has no limit on the offering amount. Moreover, there is no limit on the number of 506(c) offerings a company can engage in – a company can even engage in ongoing perpetual 506(c) offerings for years at a time. In a 506(c) offering, the company, or persons acting on the company’s behalf, such as a broker dealer or registered investment advisor, may engage in general solicitation and advertising of an offering as long as sales are strictly limited to accredited investors. Moreover, the company must take extra reasonable steps to verify the investor’s accredited status – the investor cannot merely check a box or self-verify. In addition, all conditions of Rules 501 and 502(a) and (d) must be satisfied in a 506(c) offering. Rule 501 is the definition section of Regulation D and includes a definition of “accredited investor”. Rule 502(d) provides that securities sold in a Regulation D offering are restricted under Rule 144. Rule 502(a) is the integration Rule. Basically, where two or more offerings are integrated, all the requirements to satisfy the exemption for each offering must be met, or the exemption will be lost for both. For example, a Rule 504 offering is limited to $1million in any 12 month period, generally allows solicitation and does not require that investors be accredited, whereas a Rule 506(c) offering has no dollar limit, allows solicitation but is strictly limited to accredited investors. If a company completed concurrent Rule 504 and 506(c) offerings that were deemed integrated, both exemptions would likely be lost and a rescission offering would be necessary. That is, if the Rule 506(c) offering was integrated with the Rule 504 offering, the dollar amount raised would be in excess of the Rule 504 $1 million limit destroying the Rule 504 exemption. Also, the Rule 506 exemption would be destroyed because there would likely be unaccredited investors, and a lack of accredited investor verification from the prior Rule 504 offering. The same integration issue would be a problem if a 506(b) offering that sold to 35 unaccredited investors and lacked accredited investor verification was integrated with a prior or subsequent 506(c) that engaged in solicitation and advertising. To assist in analyzing integration, Rule 502(a) provides a six month safe harbor from integration for successive Regulation D offerings and sets out a five-factor fact test analysis which can be used if the six-month rule is not available. The 5 factor test including an analysis of: 1. are the offerings part of a single plan of financing; 2. do the offerings involve the issuance of the same class of securities; 3. are the offerings made at or about the same time; 4. will the company receive the same type of consideration in the offerings (such as cash vs. employee services); and 5. are the offerings made for the same general purpose – i.e. use of proceeds. Laura Anthony, Esq. Founding Partner Legal & Compliance LLC. 330 Clematis Street, Ste. 217 West Palm Beach, FL 33401 Phone: Toll Free: (800) 341-2684 FREE Local: (561) 514-0936 Email: [email protected] #LawCast
What is REGULATION Q? What does REGULATION Q mean? REGULATION Q meaning, definition & explanation
 
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What is REGULATION Q? What does REGULATION Q mean? REGULATION Q meaning - REGULATION Q definition - REGULATION Q explanation. SUBSCRIBE to our Google Earth flights channel - https://www.youtube.com/channel/UC6UuCPh7GrXznZi0Hz2YQnQ Source: Wikipedia.org article, adapted under https://creativecommons.org/licenses/by-sa/3.0/ license. Regulation Q (12 CFR 217) is a Federal Reserve regulation which sets out capital requirements for banks in the United States. The current version of Regulation Q was enacted in 2013. From 1933 until 2011, an earlier version of Regulation Q imposed various restrictions on the payment of interest on deposit accounts. During that entire period, it prohibited banks from paying interest on demand deposits. From 1933 until 1986 it also imposed maximum rates of interest on various other types of bank deposits, such as savings accounts and NOW accounts. That version of Regulation Q no longer exists; all its remaining aspects, such as the type of entities that may own or maintain interest-bearing NOW accounts, were incorporated into Regulation D. As a result of Section 11 of the Banking Act of 1933, Regulation Q was promulgated by the Federal Reserve Board on August 29, 1933. In addition to prohibiting the payment of interest on demand deposits (a prohibition that the act also wrote into the Federal Reserve Act (12 U.S.C.371a) as Section 19(i)), it was also used to impose interest rate ceilings on various other types of bank deposits, including savings and time deposits. The motivation for the deposit interest restrictions was the perception that the bank failures of the early 1930s, during the first part of the Great Depression, had been caused in part by excessive bank competition for deposit funds, driving down the margin between lending rates and borrowing rates and encouraging overly speculative investment behavior on the part of large banks. As interest rates in general rose during the 1950s, banks felt increasing incentive to work around the interest ceilings by competing on the basis of convenience features such as multiple branch banks and on the basis of pecuniary features such as loan interest rate discounts that were tied directly to deposit account balances. A more direct challenge was the creation of NOW accounts, which were structured to effectively be the equivalent of interest-bearing demand deposits but to technically avoid being demand deposits. Congress legalized these for Massachusetts and New Hampshire in 1974, the rest of New England in 1976,:pp.3–4 and nationwide on December 31, 1980. The imposed cap on savings deposit interest rates also encouraged the emergence of alternatives to banks, including money market funds. As a result of these challenges to interest rate ceilings, Congress permitted the creation of new types of flexible-interest bank accounts, including money market accounts as of December 14, 1982. Regulation Q ceilings for savings accounts and all other types of accounts except for demand deposits were phased out during the period 1981–1986 by the Depository Institutions Deregulation and Monetary Control Act of 1980; as of March 31, 1986, all interest rate ceilings had been eliminated except for the ban on demand deposit interest, which was then the only remaining substantive component of Regulation Q. The Regulation Q prohibition of interest-bearing demand deposit accounts was effectively repealed by the Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010 (Pub. L. 111-203 §627). Beginning July 21, 2011, financial institutions have been allowed, but not required, to offer interest-bearing demand deposits. Regulation Q has been cited as a tool for contributing to financial repression.
Views: 279 The Audiopedia
Fonctionnement d'une centrale de traitement d'air(CTA)
 
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http://www.abcclim.net/centrale-traitement-air.html Vidéo expliquant quelques fonctionnements et défauts que l'on rencontre dans une centrale de traitement d'air ou CTA (climatisation,chauffage). Si vous voulez vous former sur le froid et la climatisation vous pouvez commencer par lire cet Ebook disponible ici: http://www.abcclim.net/abc-de-la-climatisation-180-pages.html
What is PRIVATE PLACEMENT? What does PRIVATE PLACEMENT mean? PRIVATE PLACEMENT meaning
 
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What is PRIVATE PLACEMENT? What does PRIVATE PLACEMENT mean? PRIVATE PLACEMENT meaning - PRIVATE PLACEMENT definition - PRIVATE PLACEMENT explanation. Source: Wikipedia.org article, adapted under https://creativecommons.org/licenses/by-sa/3.0/ license. SUBSCRIBE to our Google Earth flights channel - https://www.youtube.com/channel/UC6UuCPh7GrXznZi0Hz2YQnQ Private placement (or non-public offering) is a funding round of securities which are sold not through a public offering, but rather through a private offering, mostly to a small number of chosen investors. PIPE (Private Investment in Public Equity) deals are one type of private placement. SEDA (Standby Equity Distribution Agreement) is also a form of private placement. They are often a cheaper source of capital than a public offering. Although these placements are subject to the Securities Act of 1933, the securities offered do not have to be registered with the Securities and Exchange Commission if the issuance of the securities conforms to an exemption from registrations as set forth in the Securities Act of 1933 and SEC rules promulgated thereunder. Most private placements are offered under the Rules known as Regulation D. Different rules under Regulation D provide stipulations for offering a Private Placement, such as required financial criteria for investors or solicitation allowances. Private placements may typically consist of offers of common stock or preferred stock or other forms of membership interests, warrants or promissory notes (including convertible promissory notes), bonds, and purchasers are often institutional investors such as banks, insurance companies or pension funds. Common exemptions from the Securities Act of 1933 allow an unlimited number of accredited investors to purchase securities in an offering. Generally, accredited investors are those with a net worth in excess of $1 million or annual income exceeding $200,000 or $300,000 combined with a spouse. Under these exemptions, no more than 35 non-accredited investors may participate in a private placement. In most cases, all investors must have sufficient financial knowledge and experience to be capable of evaluating the risks and merits of investing in a company.
Views: 1273 The Audiopedia
What is REGULATION T? What does REGULATION T mean? REGULATION T meaning, definition & explanation
 
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What is REGULATION T? What does REGULATION T mean? REGULATION T meaning - REGULATION T definition - REGULATION T explanation. SUBSCRIBE to our Google Earth flights channel - https://www.youtube.com/channel/UC6UuCPh7GrXznZi0Hz2YQnQ Source: Wikipedia.org article, adapted under https://creativecommons.org/licenses/by-sa/3.0/ license. Federal Reserve Board Regulation T (also referred to as Reg T) is 12 CFR §220 – Code of Federal Regulations, Title 12, Chapter II, Subchapter A, Part 220 (Credit by Brokers and Dealers). Regulation T governs the extension of credit by securities brokers and dealers in the United States. Its best-known function is the control of margin requirements for stocks bought on margin. The initial margin requirement for such margin stock purchases is 50%, and has been since 1974, but Regulation T gives the Federal Reserve the authority to change that percentage. Raising the margin requirement ostensibly reduces risk in the financial system by reducing the potential leverage and total buying power of investors. Conversely, lowering the margin requirement ostensibly increases systemic risk by expanding the buying power and leverage available to investors. Since 1974 the Federal Reserve has not deemed it necessary to adjust the margin requirement, despite periodic extremes of price volatility in the equities markets.
Views: 649 The Audiopedia
Régulation génique
 
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Régulation de l'expression génique chez les Eucaryotes.
Views: 45183 Chantal Proulx
Gene Regulation
 
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031 - Gene Regulation Paul Andersen explains how genes are regulated in both prokaryotes and eukaryotes. He begins with a description of the lac and trp operon and how they are used by bacteria in both positive and negative response. He also explains the importance of transcription factors in eukaryotic gene expression. Do you speak another language? Help me translate my videos: http://www.bozemanscience.com/translations/ All of the images are licensed under creative commons and public domain licensing: Bioinformatik, English: Jawahar Swaminathan and MSD staff at the European Bioinformatics InstituteDeutsch: Jawahar Swaminathan und MSD Mitarbeiter am Europäischen Institut für BioinformatikPlattdüütsch: Jawahar Swaminathan un de Lüüd von MSD an dat Europääsche Institut för. English: Cartoon Representation of the Molecular Structure of Protein Registered with 2nvw Code., [object HTMLTableCellElement]. English: http://www.ebi.ac.uk/pdbe-srv/view/images/entry/2nvw600.png, displayed on http://www.ebi.ac.uk/pdbe-srv/view/entry/2nvw/summary. http://commons.wikimedia.org/wiki/File:PDB_2nvw_EBI.jpg. DNA, n.d. http://openclipart.org/detail/58543/dna-by-kumar35885. "File:E Coli at 10000x, Original.jpg." Wikipedia, the Free Encyclopedia, November 13, 2013. http://en.wikipedia.org/w/index.php?title=File:E_coli_at_10000x,_original.jpg&oldid=478393073. "File:Glass of Milk on Tablecloth.jpg." Wikipedia, the Free Encyclopedia. Accessed December 1, 2013. http://en.wikipedia.org/wiki/File:Glass_of_milk_on_tablecloth.jpg. "File:Lac operon1.png." Wikipedia, the Free Encyclopedia. Accessed December 1, 2013. http://en.wikipedia.org/wiki/File:Lac_operon1.png. "File:Protein TBP PDB 1c9b.png." Wikipedia, the Free Encyclopedia. Accessed December 1, 2013. http://en.wikipedia.org/wiki/File:Protein_TBP_PDB_1c9b.png. "File:Ribosome mRNA Translation En.svg." Wikipedia, the Free Encyclopedia. Accessed December 1, 2013. http://en.wikipedia.org/wiki/File:Ribosome_mRNA_translation_en.svg. Forluvoft. Simple Cartoon of Transcription Termination, October 9, 2007. Own work. http://commons.wikimedia.org/wiki/File:Simple_transcription_termination1.svg. Intro Music Atribution Title: I4dsong_loop_main.wav Artist: CosmicD Link to sound: http://www.freesound.org/people/CosmicD/sounds/72556/ Creative Commons Atribution License
Views: 1261802 Bozeman Science
What is Regulation S?
 
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What is Regulation S? | Ahpaly Coradin | Coradin Law P.A. | Committed to Excellence | Contact Us | +1-305-714-9532 | http://coradinlaw.com/ | 200 South Biscayne Blvd, Suite 2790, Miami, FL 33131
Views: 1338 Coradin Law P.A.
*Startup JOBS Act: Regulation D 506 (c) - Expert RossBlankenship.com
 
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http://goo.gl/sDnNq9 | Expert on Regulation D 506 c of the JOBS Act, including a review of crowdfunding sites and how the SEC is changing the rules on equity/startup investments. Ross Blankenship, expert on venture capital and the JOBS Act (http://rossblankenship.com) describes who accredited investors are, how the JOBS act and Regulation D 506 (c) works, and analyzes the trend of crowdfunding startups in America. Included are tips on the rule 506 accredited investor definition SEC's questionnaire for crowdfunding sites, and how solicitation is allowed under these new rules. Along with this expert on the Regulation D 506 c and JOBS Act of 2012 are the following answers: What's rule 506 accredited investor definition? What is allowed for the Regulation D 506 c and Crowdfunding? How can startups raise money, legally, under this new rule? What does the rule 506 questionnaire look like? Learn more about investing in startups and the JOBS act, by visiting, http://angelkings.com/startups
Government Regulation: Crash Course Government and Politics #47
 
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Today, we’re going to wrap up our discussion of economic policy by looking at government regulation. We're going to talk about the government's goals for the U.S. economy and the policies it employs to achieve those goals. Ever since the New Deal, we've seen an increased role of the government within the economy - even with the deregulation initiatives of President Carter and Reagan in the 80's. Now this is all pretty controversial and we're going to talk about it, as this is a long way from the federal government handed down by the framers of the constitution. Produced in collaboration with PBS Digital Studios: http://youtube.com/pbsdigitalstudios Support is provided by Voqal: http://www.voqal.org All attributed images are licensed under Creative Commons by Attribution 4.0 https://creativecommons.org/licenses/... Want to find Crash Course elsewhere on the internet? Facebook - http://www.facebook.com/YouTubeCrashCourse Twitter - http://www.twitter.com/TheCrashCourse Tumblr - http://thecrashcourse.tumblr.com Support Crash Course on Patreon: http://patreon.com/crashcourse CC Kids: http://www.youtube.com/crashcoursekids
Views: 216537 CrashCourse
Temperature Regulation of the Human Body | Biology for All | FuseSchool
 
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Have you ever wondered why you sweat when you get too hot from running or shiver on a cold winter's day in this video we are going to explain why your body behaves like this.  Humans are endotherms and this means we are warm blooded we keep our body operating at thirty seven degrees Celsius regardless of the external conditions however this is a real challenge as our environment changes all the time depending on the weather, our clothes, if we are inside by the fire or outside having a snowball fight. So how does this work? It's quite similar to the heating system in a house. in a house is a thermostat that measures the temperature if the house gets cold the thermostat will tell the radiators to turn on and heat it up if it's too hot they will be told to switch off simple.  Your body works in just the same way here in your brain as a special area called the hypothalamus and it measures the temperature of the blood flowing through it and also it collects information from temperatures senses around the body. it then decides if the temperature is too hot or too cold and we'll try and bring it back to thirty seven degrees Celsius. If you are too hot the hypothalamus can then send signals out to the body by the nervous system that can cause barriers to fact. It can send a signal to your skin and cool sweat glands to secrete the sweat on to the surface of the skin the sweat itself is not cold but it works because it takes the heat away from your body in order to evaporate it. Another way of losing is vasodilation let kind of these blood vessels narrows this. That said the skin open white and allow blood to flow through them. They heat is radiated from the blood into the air and the blood cools down. If you get too cold you can do the opposite with these blood vessels and place them on keeping the blood away from the surface of the skin this is called vasoconstriction this is when your muscles contract in order to make. Another fact you may have noticed when you are cold against them. If you look more place the at least the Bulls what you realized is that each of the little bugger has a has to hit out at.  These has stood up on and struck a layer of air around the skin air is a fantastic insulate of heat and this will keep you nice and warm. SUBSCRIBE to the FuseSchool YouTube channel for many more educational videos. Our teachers and animators come together to make fun & easy-to-understand videos in Chemistry, Biology, Physics, Maths & ICT. VISIT us at www.fuseschool.org, where all of our videos are carefully organised into topics and specific orders, and to see what else we have on offer. Comment, like and share with other learners. You can both ask and answer questions, and teachers will get back to you. These videos can be used in a flipped classroom model or as a revision aid. Find all of our Chemistry videos here: https://www.youtube.com/watch?v=cRnpKjHpFyg&list=PLW0gavSzhMlReKGMVfUt6YuNQsO0bqSMV Find all of our Biology videos here: https://www.youtube.com/watch?v=tjkHzEVcyrE&list=PLW0gavSzhMlQYSpKryVcEr3ERup5SxHl0 Find all of our Maths videos here: https://www.youtube.com/watch?v=hJq_cdz_L00&list=PLW0gavSzhMlTyWKCgW1616v3fIywogoZQ Twitter: https://twitter.com/fuseSchool Access a deeper Learning Experience in the FuseSchool platform and app: www.fuseschool.org Follow us: http://www.youtube.com/fuseschool Friend us: http://www.facebook.com/fuseschool This Open Educational Resource is free of charge, under a Creative Commons License: Attribution-NonCommercial CC BY-NC ( View License Deed: http://creativecommons.org/licenses/by-nc/4.0/ ). You are allowed to download the video for nonprofit, educational use. If you would like to modify the video, please contact us: [email protected]
5 Reasons SEC Regulation A+ is Revolutionary
 
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Last week the SEC voted unanimously to adopt final rules implementing changes to Regulation A which were mandated by the Jumpstart our Business Startups (JOBS) Act of 2012. How will these final changes affect emerging growth companies? Here are the five key attributes of new Regulation A+ based on the SEC staff presentations. Featuring David N. Feldman Hosted by Clara Chalk
Rule 144
 
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Rule 144- Rule 144 sets forth certain requirements for the use of Section 4(1) for the resale of securities. Section 4(1) of the Securities Act provides an exemption for a transaction “by a person other than an issuer, underwriter, or dealer.” The terms “Issuer” and “dealer” have pretty straightforward meanings under the Securities Act, but the term “underwriter” does not. Rule 144 provides a safe harbor from the definition of “underwriter.” If all the requirements for Rule 144 are met, the seller will not be deemed an underwriter and the purchaser will receive unrestricted securities. Although not set out in the statute, all transfer agents and Issuers, along with most clearing and brokerage firms, require an opinion of counsel as to the application of Rule 144 prior to removing the legend from securities and allowing their sale under Rule 144. The opinion letter must set forth that the facts regarding that Issuer, particular stock and selling shareholder comply with the requirements under Rule 144. Rule 144 only addresses the resale of restricted or control securities, not unrestricted securities or sales directly by an Issuer. Unrestricted securities (such as securities that have been registered under the Securities Act) may be sold without reference or regard to the Rule. Control securities are those securities held by an affiliate of the issuing company, and restricted securities are securities acquired in unregistered, private sales from the issuing company or from an affiliate of the Issuer. Rule 144 provides certain conditions that must be met for sales by both affiliates and non-affiliates which conditions vary depending on whether the Issuer of the securities is a reporting or non-reporting Issuer. The following chart summarizes the Rule 144 requirements... Laura Anthony, Esq. Founding Partner Legal & Compliance LLC. 330 Clematis Street, Ste. 217 West Palm Beach, FL 33401 Phone: Toll Free: (800) 341-2684 FREE Local: (561) 514-0936 Email: [email protected] #LawCast
S500 TH solution pour la télégestion et la régulation d'installations CVC
 
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Dédiés aux installations de chauffage (production et distribution de chaleur), S550 TH et S530 TH s’inscrivent dans une démarche d’efficacité énergétique. Ils réunissent dans un même équipement plusieurs fonctions : - Régulation des chaudières, sous stations, circuits... - Contrôle à distance des installations, - Bilans de fonctionnement, - Gestion des alarmes grâce à des modems intégrés...
Views: 2189 LACROIX Sofrel
AgreCoin Presentation: Two Sides Of One Coin
 
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Two sides of one coin: AgreCoin the token, and Agrecoin the operation. AgreCoin (ACN) the token: (Agricultural Agreement Coin), is an Ethereum ERC20 token, symbol: ACN, which was formed to resolve the agave crisis threatening the $2.6 billion dollar tequila market (US sales). AgreCoin (ACN) the operation: involves maintaining assets profitably, while giving back to the community. The value of teaching a child about Blockchain technology, who is from a farming community, can never be underestimated. Therefore, mining operations are not specific to any cryptocurrency, though Bitcoin is use as an example. Advisement: Available only to Accredited Investors as defined under Rule 501 of Regulation D of the Securities Act of 1933. All potential investors must read the Offering Documents and all exhibits thereto prior to investing. This is not an offer to invest in the securities.
The Quadrant Bioscience Story
 
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Important Disclosure: The Quadrant security token offering will be open only to (i) "accredited investors" (as defined in Rule 501 of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and (ii) outside the United States to persons other than "U.S. persons” (as defined in Regulation S under the Securities Act). This security token offering is being conducted pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 506(c) of Regulation D. For more information, visit www.quadranttoken.com.
Homeostasis and Negative/Positive Feedback
 
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Explore homeostasis with the Amoeba Sisters and learn how homeostasis relates to feedback in the human body. This video gives examples of negative feedback (temperature and blood glucose regulation) and positive feedback (events in childbirth). Handout available here: http://www.amoebasisters.com/handouts See table of contents below 👇 Table of Contents: Intro to Homeostasis 0:21 Negative Feedback (and how this keeps homeostasis) 1:50 Positive Feedback 4:05 Support us on Patreon! http://www.patreon.com/amoebasisters Our FREE resources: GIFs: http://www.amoebasisters.com/gifs.html Handouts: http://www.amoebasisters.com/handouts.html Comics: http://www.amoebasisters.com/parameciumparlorcomics Connect with us! Website: http://www.AmoebaSisters.com Twitter: http://www.twitter.com/AmoebaSisters Facebook: http://www.facebook.com/AmoebaSisters Tumblr: http://www.amoebasisters.tumblr.com Pinterest: http://www.pinterest.com/AmoebaSister­s Instagram: https://www.instagram.com/amoebasistersofficial/ Visit our Redbubble store at http://www.amoebasisters.com/store.html The Amoeba Sisters videos demystify science with humor and relevance. The videos center on Pinky's certification and experience in teaching science at the high school level. Pinky's teacher certification is in grades 4-8 science and 8-12 composite science (encompassing biology, chemistry, and physics). Amoeba Sisters videos only cover concepts that Pinky is certified to teach, and they focus on her specialty: secondary life science. For more information about The Amoeba Sisters, visit: http://www.amoebasisters.com/about-us.html We cover the basics in biology concepts at the secondary level. If you are looking to discover more about biology and go into depth beyond these basics, our recommended reference is the FREE, peer reviewed, open source OpenStax biology textbook: https://openstax.org/details/books/biology We take pride in our AWESOME community, and we welcome feedback and discussion. However, please remember that this is an education channel. See YouTube's community guidelines https://www.youtube.com/yt/policyandsafety/communityguidelines.html and YouTube's policy center https://support.google.com/youtube/topic/2676378?hl=en&ref_topic=6151248. We also reserve the right to remove comments with vulgar language. Music is this video is listed free to use/no attribution required from the YouTube audio library https://www.youtube.com/audiolibrary/music?feature=blog We have YouTube's community contributed subtitles feature on to allow translations for different languages. YouTube automatically credits the different language contributors below (unless the contributor had opted out of being credited). We are thankful for those that contribute different languages. If you have a concern about community contributed contributions, please contact us.
Views: 675931 Amoeba Sisters
Are you wasting money by renting?
 
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Are you wasting money by renting? This is a question we get asked all the time. Is it better to own or rent? This is our opinion on it. What are you thoughts? This is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. The contents of this post may not be accurate or complete and are subject to change. The offering is made only by the Private Placement Memorandum. This material must be read in conjunction with the Private Placement Memorandum in order to understand fully all of the investment objectives, risks, charges and expenses associated with an investment the securities to which it relates and must not be relied upon to make an investment decision. The offering of securities described herein will not be registered under the Securities Act of 1933 (the “Securities Act”) or the securities laws of any state and the securities are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and such laws. Neither the Securities and Exchange Commission nor any other federal or state agency has passed upon the merits of or given their approval to the offering of the securities, the terms of the offering or the accuracy or completeness of the offering materials. The offering of securities is being made only to Accredited Investors, as defined in Rule 501(c) of Regulation D of the Securities Act. An investment in the securities is highly speculative and involves substantial investment and tax risks. The securities offered are an illiquid investment and involve a high degree of risk; Investors should be able to bear the loss of some or all of their investment. All prospective investors must review the Private Placement Memorandum in its entirety before investing. Subscribe to Commune Capital 👉 https://bit.ly/2OeHfaY Follow Commune Capital on Instagram 👉 https://bit.ly/2YsH4NM Follow Commune Capital on Facebook 👉 https://bit.ly/2WwzkbK
Views: 48 Commune Capital
How do you define yourself? | Lizzie Velasquez | TEDxAustinWomen
 
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Never miss a talk! SUBSCRIBE to the TEDx channel: http://bit.ly/1FAg8hB In a time when beauty is defined by supermodels, success is defined by wealth, and fame is deified by how many followers you have on social media, Lizzie Velasquez asks the question how do you define yourself? Once labeled, "The Worlds Ugliest Woman," Lizzie decided to turn things around and create her own definitions of what she defines as beauty and happiness. In the spirit of ideas worth spreading, TEDx is a program of local, self-organized events that bring people together to share a TED-like experience. At a TEDx event, TEDTalks video and live speakers combine to spark deep discussion and connection in a small group. These local, self-organized events are branded TEDx, where x = independently organized TED event. The TED Conference provides general guidance for the TEDx program, but individual TEDx events are self-organized.* (*Subject to certain rules and regulations)
Views: 7930756 TEDx Talks
What Is The Section 4(a)(5) Accredited Investor Exemption?
 
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The definition of accredited investor is the same as the definition found in Rule 501 of Regulation D.  Like the exemptions from the registration statement requirements in Rule 505 and 506(b), the accredited investor exemption does not permit any form of general solicitation or advertising in connection with the offering.
la régulation de l'opéron lactose (Animation)
 
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Pour plus d'informations visitez notre Blog : http://lecoindesbiologistes.blogspot.com/ Retrouvez-nous sur Facebook . https://www.facebook.com/lecoindesbiologistes Vos suggestions (Articles, livres, cours,offre d'emploi, bourse d’étude.....) sont les bienvenues veuillez rejoindre notre groupe Facebook : https://www.facebook.com/groups/Lecoindesbiologistesgroupe
How do you Eliminate Debt?
 
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How do you take someone from being in debt to being able to invest? This is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. The contents of this post may not be accurate or complete and are subject to change. The offering is made only by the Private Placement Memorandum. This material must be read in conjunction with the Private Placement Memorandum in order to understand fully all of the investment objectives, risks, charges and expenses associated with an investment the securities to which it relates and must not be relied upon to make an investment decision. The offering of securities described herein will not be registered under the Securities Act of 1933 (the “Securities Act”) or the securities laws of any state and the securities are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and such laws. Neither the Securities and Exchange Commission nor any other federal or state agency has passed upon the merits of or given their approval to the offering of the securities, the terms of the offering or the accuracy or completeness of the offering materials. The offering of securities is being made only to Accredited Investors, as defined in Rule 501(c) of Regulation D of the Securities Act. An investment in the securities is highly speculative and involves substantial investment and tax risks. The securities offered are an illiquid investment and involve a high degree of risk; Investors should be able to bear the loss of some or all of their investment. All prospective investors must review the Private Placement Memorandum in its entirety before investing. Subscribe to Commune Capital 👉 https://bit.ly/2OeHfaY Follow Commune Capital on Instagram 👉 https://bit.ly/2YsH4NM Follow Commune Capital on Facebook 👉 https://bit.ly/2WwzkbK
Views: 32 Commune Capital
Mécanismes de régulation de la pression artérielle - SVT - Seconde - Les Bons Profs
 
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Comprendre les mécanismes de régulation de la pression artérielle en SVT Seconde.
Views: 192543 Les Bons Profs
THROWBACK EVIDENCE - Faith Precedes The Miracle!
 
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https://igg.me/at/reign (original Kickstarter: http://kck.st/2KNoU1U) - This video was shot 2 days before our Kickstarter launch (July 2nd). We post it now as evidence that FAITH precedes the miracle! By ALL accounts, our Kickstarter should have been a massive fail. But instead, it was a massive success. Top 1% of film projects on Kickstarter for the second time, over 2,600 backers, $271K raised in 45 days. HELP US FUND OUR FULL FEATURE and flood the earth with the Hurculean war stories of The Book of Mormon. WATCH & BUY OUR CONCEPT FILM: https://igg.me/at/reign Same video on FB: https://www.facebook.com/reignofjudgesmovie/videos/2080891008590758 Reign of Judges: Title of Liberty "The first North American (Book of Mormon) war epic set in the pre-Columbian New World." WATCH TRAILER: https://youtu.be/sDSYxqvnyMI INVEST IN OUR FULL FEATURE: (323) 389-5323 The entire purpose of our concept short film is to inspire the funds for our FULL FEATURE. Those who fund it will likely be found among people you know. Please invite your friends to support this movement. We are actively raising funds through December of 2019. We are currently taking investments from accredited investors. If you are considering investing in our full feature please private message the page or call us for investment information at 323-389-5323. In order for us to qualify this Offering as a Rule 506(c) offering, we will sell the Membership Units only to those investors who are “Accredited Investors,” as such term is defined in Rule 501(a) of Regulation D. Accredited Investors are those investors who meet at least one of the following standards or others set forth in Rule 501(a) of Regulation D: (a) $1,000,000 Net Worth. The investor is a natural person whose net worth, either individually or jointly with his or her spouse, exceeds $1,000,000, exclusive of the investor’s primary residence. (b) $200,000 Income. The investor is a natural person who has had individual income from all sources (without including any income of his or her spouse unless such spouse is a co-purchaser) in excess of $200,000 in each of the two most recent years, or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same level of income in the current year. (c) Company, Corporate or Other Entity Investors. In general, a partnership, corporation, limited liability company, revocable or grantor trust or unincorporated association, is deemed to be an Accredited Investor if all of the equity owners of that entity (or in the case of a revocable or grantor trust, all persons with the power to revoke the trust) qualify as Accredited Investors. (d) Executive Officer. The investor is a manager of the issuer. Additionally, investors must be sophisticated in that the investor either alone or with his or her 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 we reasonably believe immediately prior to making any sale that the investor comes within this description.
Views: 396 Captain Moroni
KingsCrowd Republic Webinar
 
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A new age of startup investing is upon us! Republic, a leading online startup investing platform backed by the likes of Binance and Angellist is reinventing the way we all invest in startups. As part of this vision, this team is capturing the power of the blockchain to create a scarce digital asset easily earned and held on Republic. The long term intent of the note is to give holders of the note access to economic interest in all startups that raise capital on the platform. In this webinar, we will break down what this means for you as an investor with Bryan Myint, Managing Director and Shrina Kurani, Chief of Staff of Republic. Learn more: https://kingscrowd.com/a/364/introducing-the-republic-note Disclaimer: Although the Note may not at this time constitute a "security" under our view of applicable laws and regulations, Republic is conforming to the standards of testing the waters under Regulation A of the Securities Act of 1933, as amended ("the Act"). This process allows companies to determine whether there may be interest in an eventual offering of its securities. Republic is not under any obligation to make an offering under Regulation A. Republic may choose to make an offering to some, but not all, of the people who indicate an interest in investing, and that offering may not be made under Regulation A. For example, Republic may determine to proceed with an offering under Rule 506(c) of Regulation D, in which case we will only offer our securities to accredited investors as defined by Rule 501(a) of Regulation D. If and when Republic conducts an offering under Regulation A, it will do so only once (i) it has filed an offering statement with the Securities and Exchange Commission ("SEC"), (ii) the SEC has qualified such offering statement and (iii) investors have subscribed to the offering in the manner provided for in the offering statement. The information in the offering statement will be more complete than the test-the-waters materials and could differ in important ways. You must read the offering statement filed and qualified with the SEC. No money or other consideration is being solicited for our Regulation A+ offering at this time and if sent in to Republic will not be accepted. No offer to buy securities in a Regulation A+ offering of Republic can be accepted and no part of the purchase price can be received until Republic offering statement is qualified with the SEC. Any such offer to buy securities may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. Any indications of interest in Republic offering involves no obligation or commitment of any kind.
Views: 25 KingsCrowd
What is epigenetics? - Carlos Guerrero-Bosagna
 
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View full lesson: http://ed.ted.com/lessons/how-the-choices-you-make-can-affect-your-genes-carlos-guerrero-bosagna Here’s a conundrum: Identical twins originate from the same DNA ... so how can they turn out so different — even in traits that have a significant genetic component? Carlos Guerrero-Bosagna explains that while nature versus nurture has a lot to do with it, a deeper, related answer can be found within something called epigenetics. Lesson by Carlos Guerrero-Bosagna, animation by Chris Bishop.
Views: 583766 TED-Ed
Road Sign Classifications | Passing a Road Test
 
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Road signs are divided into broad classifications. Watch the video to learn these! Get Your ROAD TEST CHECKLIST: https://www.smartdrivetest.com/pass-road-test-checklist SUBSCRIBE TODAY! ► http://youtube.com/c/smartdrivetest REGULATORY SIGNS The first and most important are regulatory signs. The root word of regulatory is regulations, which means these signs are the law and must be obeyed. CAUTION, ADVISORY, or WARNING SIGNS The next class is cautionary signs, which often warn you of hazards, changes to road conditions, and obstructions along the roadway. CONSTRUCTION SIGNS Next are construction signs which are most prominent during the summer time. Many construction zones have reduced speed limits and these must be obeyed, especially during a road test. As well, reduced speeds in construction zones are often accompanied with increased fines. Action permitted and action not-permitted are another class. DESTINATION & SERVICE SIGNS And the final class are the destination and services signs. These signs convey information through shape, colour, and/or the symbols there on. Knowing your road signs are critical to being successful on both a learner’s and on-road road test. Good luck on your road test! ************************** www.smartdrivetest.com www.facebook.com/smartdrivetest www.twitter.com/smartdrivetest www.instagram.com/smartdrivetest/
Views: 122994 Smart Drive Test
What's a Security? (vs a Utility token)
 
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An overview of Securities, as I understand the topic. Covers the SEC Chairman Jay Clayton's comments to the Senate, Security Act of 1933, the Howey Test, and Private Placements or Regulation D. Let me know if anything is missing or misrepresented. I'm not a lawyer. This is not financial or legal advice. Presentation slides: https://docs.google.com/presentation/d/1uH1M1_vJgbOQ8jtFNIs7RwyZhYBrO612-bMm9A8EGIY/edit?usp=sharing =========================== #sellout Ledger Nano S is the hardware wallet I use and recommend: https://ledgerwallet.com/r/c241 Recommended Exchanges - Coinbase: http://coinbase.com/join/59ebf3c17be1... - Binance: https://www.binance.com/?ref=15811261 Twitch: https://www.twitch.tv/HardlyDifficult Twitter: http://twitter.com/HardlyDifficult BTC tips: 39snHpp9jDgs9BP5eY7v8y43GgtBxuuFxd ETH tips: 0x7A23608a8eBe71868013BDA0d900351A83bb4Dc2
Views: 3221 Hardly Difficult
Make money Online!  Invest in new businesses! Best of 2019!
 
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Meet the Note — a scarce digital asset earned for growing Republic's startup ecosystem. https://republic.co/note/i/nb4leu?utm_campaign=referral_token_share-note&utm_content=04-06-2019-12-37-01&utm_medium=direct&utm_source=republic.co Disclaimer: Although the Note may not at this time constitute a “security” under our view of applicable laws and regulations, Republic is conforming to the standards of testing the waters under Regulation A of the Securities Act of 1933, as amended (“the Act”). This process allows companies to determine whether there may be interest in an eventual offering of its securities. Republic is not under any obligation to make an offering under Regulation A. Republic may choose to make an offering to some, but not all, of the people who indicate an interest in investing, and that offering may not be made under Regulation A. For example, Republic may determine to proceed with an offering under Rule 506(c) of Regulation D, in which case we will only offer our securities to accredited investors as defined by Rule 501(a) of Regulation D. If and when Republic conducts an offering under Regulation A, it will do so only once (i) it has filed an offering statement with the Securities and Exchange Commission (“SEC”), (ii) the SEC has qualified such offering statement and (iii) investors have subscribed to the offering in the manner provided for in the offering statement. The information in the offering statement will be more complete than the test-the-waters materials and could differ in important ways. You must read the offering statement filed and qualified with the SEC. No money or other consideration is being solicited for our Regulation A+ offering at this time and if sent in to Republic will not be accepted. No offer to buy securities in a Regulation A+ offering of Republic can be accepted and no part of the purchase price can be received until Republic offering statement is qualified with the SEC. Any such offer to buy securities may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. Any indications of interest in Republic offering involves no obligation or commitment of any kind.
Views: 0 Kevin Bedene
Filing A Form S-1
 
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Filing A Form S-1- One of the methods of going public is directly through a public offering. In today’s financial environment, many Issuers are choosing to self-underwrite their public offerings, commonly referred to as a Direct Public Offering (DPO). Management of companies considering a going public transaction have a desire to understand the required disclosures and content of a registration statement. This blog provides that information. Pursuant to Section 5 of the Securities Act of 1933, as amended (“Securities Act”), it is unlawful to “offer” or “sell” securities without a valid effective registration statement unless an exemption is available. Companies desiring to offer and sell securities to the public with the intention of creating a public market or going public must file with the SEC and provide prospective investors with a registration statement containing all material information concerning the company and the securities offered. Currently all domestic Issuers must use either form S-1 or S-3. Form S-3 is limited to larger filers with a minimum of $75 million in annual revenues, among other requirements. All other Issuers must use form S-1. The DPO Regulated Time Periods There are generally three regulated time periods in a DPO: (i) the pre-filing period, which begins when the Issuer decides to proceed with an offering. During this period, counsel prepares the registration statement and prospectus. (ii) the waiting or “quiet period,” which is the time from the filing of the registration statement until it is declared effective. During this time the Issuer can engage in limited marketing (offers only) of the offering through the use of the filed registration statement, which must clearly indicate that it is not the final document (often referred to as a “red herring”). (iii) the post-effective period, in which the registration statement is effective and the Issuer can proceed with sales of the securities registered. In addition to disclosure and regulations related to the offering during all three periods, marketing and public communications of the Issuer are restricted. See the section “Restrictions on Communications Related to DPO’s” below. The S-1 In General There are four primary regulations governing the preparation and filing of Form S-1: (i) Regulation C – contains the general requirements for preparing and filing the Form S-1, including within Regulation Care regulations and procedures related to (a) the treatment of confidential information; (b) amending a registration statement prior to effectiveness; (c) procedures to file a post-effective amendment; and (d) the “plain English” rule. (ii) Regulation S-T – requires that all registration statements, exhibits and documents be electronically filed through the SEC’s EDGAR system. (iv) Regulation S-K – sets forth, in detail, all the disclosure requirements for all the sections of the S-1. Regulation S-K is the who, what, where, when and how requirements to complete the S-1. (v) Regulation S-X – sets forth the requirements with respect to the form and content of financial statements to be filed with the SEC. Regulation S-X includes general rules applicable to the preparation of all financial statements and specific rules pertaining to particular industries and types of businesses. #LawCast
UGC JRF NET: WHAT IS JRF
 
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Full information about UGC CSIR JRF Contact us- FACEBOOK- www.facebook.com/gyanprakashonline www.facebook.com/studywithgyanprakash Website- www.studywithgyanprakash.com www.studywithgyan.com Facebook Group- www.facebook.com/groups/upscnews www.facebook.com/groups/studywithgyanprakash Twitter- http://twitter.com/gyan_ask Google plus- https://plus.google.com/b/105277816147554918335/ Join Telegram Channel- http://t.me/studywithgyanprakash
Views: 524165 Study with Gyan Prakash
What is a Security and How Do Offerings Work  (Series 4 of 10)
 
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See Also- excepmption chart https://www.sec.gov/smallbusiness/exemptofferings/exemptofferingschart American Bar Assn https://apps.americanbar.org/buslaw/newsletter/0014/materials/investmentch2.pdf SEC https://www.sec.gov/news/public-statement/statement-clayton-2017-12-11 2 Invest ment Comp an y Determina tio n un der th e 194 0 Act The term “security” is defined in Section 2(a)(36) of the 1940 5 Act to mean, “unless the context o therwise requ ires:” any note, s tock, treasury stock, security future , bond, debenture, evidence of indebtedness, certificate o f interest or par ticipation in any prof it-sharing agree ment, collateral-trust certificat e, preorganization certif icate or subscription, transferable share, invest ment contract, voting-trust certificate, certifi cate of deposit for a security , fractional undivi ded int erest in oil, gas, or other mineral rights, any put, call, straddle, option , or privilege on any security (including a certificat e of deposit) or on any group or index of securities (including any interest therei n or b ased on the value thereof), or any put, call , straddle, option, or privile ge entered into on a national securities exchange relating to foreign currency , or, i n general, any in terest or instrument commonly known as a “security ,” or any certificate of inter est or partic ipation in, te mporary or interi m certificat e for , receipt for, guarantee of, or wa rrant o r right to subscribe to or purchase, any of the for egoing. Section 4(a)(2) Regulation D Regulation Crowdfunding Regulation A Intrastate Rule 506(b) Rule 506(c) Rule 504 Tier 1 Tier 2 Sec. 3(a)(11) Rule 147 Rule 147A Offering Limit within a 12-month Period None None None $5 million $1.07 million $20 million $50 million None None None General Solicitation No No Yes Permitted in limited circumstances Permitted with limits on advertising after Form C is filed1 Permitted; before qualification, testing the waters permitted before and after the offering statement is filed Same as Tier 1 Offerees must be in-state residents in-state residents SEC Filing Requirements None Form D. Additional information required for non-accredited investors Form D Form D Form C, including two years of financial statements that are certified, reviewed or audited, as required. Progress and annual reports Form 1-A, including two years of financial statements. Exit report Form 1-A, including two years of audited financial statements. Annual, semi-annual, current, and exit reports None None None Restrictions on Resale Yes. Restricted securities Yes. Restricted securities Yes. Restricted securities Yes. Restricted securities except in limited circumstances 12-month resale limitations No No Securities must come to rest with in-state residents Yes. Resales within state for six months Yes. Resales within state for six months Preemption of State Registration or Qualification No Yes Yes No Yes No Yes No No No Please also follow me on Facebook at http://www.facebook.com/brucefentonpage Twitter: twitter.com/brucefenton Web: BruceFenton.com NOTE: This video series is for informational purposes only, please consult with legal, accounting and investment professionals before investing. Cryptocurrency and related assets are extremely high risk. This is not an offering of securities, investment advise or any other service. This video may become out of date.
Views: 661 Bruce Fenton
ICOs Going Public With Reg A+ Are Raising Up To $50 Million
 
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ICOs Going Public With Reg A+ Are Raising Up To $50 Million Subscribe: http://bit.ly/CryptoCoinNewsYT Since January, government agencies in charge of enforcing securities laws have clamped down on the topic of cryptocurrencies, especially in regard to tokens sold from Initial Coin Offerings (ICOs). On June 6th, the US SEC declared they will not make an exception or change to current securities law. "WE ARE NOT GOING TO DO ANY VIOLENCE TO THE TRADITIONAL DEFINITION OF A SECURITY THAT HAS WORKED FOR A LONG TIME,” SEC CHAIRMAN JAY CLAYTON TOLD CNBC. On June 14th, news spread fast from Yahoo Finance’s All Market Summit, when the Director of Corporate Finance for the SEC, said that Ethereum and Bitcoin are not securities. But he went on to say that most, if not all, tokens sold in an ICO fundraiser are securities and explained the guidelines the SEC will use on an individual basis to determine whether or not a token is a security. Aside from going through a long, scrutinous, and expensive registration process, the other option is to fall under an exemption. There are three exemptions a security can claim Regulation D, Regulation A+, and Crowdfunding. Regulation A+ In particular, startups planning to sponsor an ICO will find Reg A+ as the easiest option. Reg A+ is an exemption first signed by Barrack Obama on April 5, 1012, the original idea was to encourage a new generation of companies into going public by streamlining registration and lowering fees associated with filing to “qualify” a security offering. Reg A+ can be filed under either Tier 1 or Tier 2, It's important to be thorough when comparing the differences when deciding the best. So, I’ve prepared a chart to help. Read more on: https://cryptocoin.news/analysis/guides/icos-going-public-with-reg-a-are-raising-up-to-50-million-17501/
Views: 72 CryptoCoin.News
How to write a good essay: Paraphrasing the question
 
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Do you sometimes struggle to begin writing an essay when taking an exam? Good news! There is an important writing skill that will help you improve your essay introductions. This technique is called "paraphrasing", and it means rewriting something using different words. In this lesson, I will teach you how to paraphrase successfully and how to change essay questions into your own words. These skills are very useful for university and high school students, as well as any students writing English proficiency exams like the TOEFL or IELTS. TAKE THE QUIZ: http://www.engvid.com/how-to-write-a-good-essay-paraphrasing-the-question/ WATCH NEXT: Essay Writing – 6 ways to compare: https://www.youtube.com/watch?v=F8WSzwBD7GQ TRANSCRIPT Hi, there. My name is Emma, and in today's video I'm going to teach you something very important for if you're taking any type of test that has a writing component. So, if you are taking the IELTS, the TOEFL, the CELPIP, even just a university test, it can be any type of test, but if you're asked to write something like an essay or a paragraph, this video is for you. Okay? So I'm going to teach you a very important skill that will help improve your marks when it comes to writing on tests. So, let's get started. So, I have here an essay question. This question is actually... I've seen it on the IELTS. You know, you have similar types of questions on the TOEFL, sometimes in university. The question is this: "Education is the single most important factor in the development of a country. Do you agree or disagree?" Or maybe: "To what extent do you agree or disagree?" So, this is an example of a question you might be asked. Now, a problem a lot of students have is in their answer to this question. They see this, and they think: "Okay, education is the most important factor in the development of a country, yes, I agree." So then they... Or: "I disagree", and they start writing. And what do they write? Usually the very first thing students will write is this: "I agree that education is the single most important factor in the development of a country because..." So, what is the problem with this? Is there any problem to start off your essay with something like this, or to start off your answer? There's a big problem. So I want you to take a moment and think: "What could be the problem with starting your essay off with this sentence?" Okay, well, if you noticed, you have here the word: "education, education, is, is, the single most important, most important factor". If you notice, these are the same. They're the exact same, except for: "I agree that" and "because". The student, here, has used the exact same wording that is in the question. So, if you do this on the IELTS-and many students do this, same with on the TOEFL-you actually will lose marks, and same with in university, because you're not showing your abilities; you're just copying what somebody else has said or what the essay question is. So, in this video, I'm going to show you first off... First off, I'm going to tell you: Don't do this, don't copy. And I'm going to teach you ways in order to improve yourself and your answer by changing this wording. How can you change your introduction so it's different than what the question is? Okay? So, let's look at how to make these changes. Okay, so what we are going to do in order to change the question into a proper answer that doesn't just copy the question, is we are going to paraphrase. So, the word here is: "paraphrase". This might be a new word for you. What does it mean to paraphrase something? Well, when we paraphrase, it means we take a sentence that, you know... We take somebody else's sentence and we change it into our own words. Okay? So, we change the words of a sentence, we also change maybe the sentence structure, but we keep all the same meaning. Okay? So, the meaning from the sentence you copy, it stays the same, same meaning, but different words and different sentence structure. Okay? So it's in your words, but this other person's meaning. So, we are going to paraphrase this example of a question into our own words. So, first we're going to look at how to do that using vocabulary and synonyms. So, we have here the same question: "Education is the single most important factor in the development of a country." How can we put this into new words or our own words that keep the same meaning? Well, we can use synonyms. So, this might be a new word for you, too. A "synonym". "Synonyms" are words that have the same meaning, but are different words.
Federal Regulation Crowdfunding--Raise $1,000,000+ For Your New Business (McGlothlin Legal, PLLC)
 
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SEC Federal Regulation Crowdfunding allows small businesses to raise up to $1,070,000 from any number of investors, without the high net worth "accredited investor" restrictions of Regulation D. Turn to the crowd to raise capital and validate your business idea, or to grow your already established business. Contact us to learn more about this new manner of financing that is poised to disrupt the conventional financing options for small businesses. Alex McGlothlin McGlothlin Legal, PLLC 804-601-0540 [email protected] www.mcglothlinlegal.com
The science of emotions: Jaak Panksepp at TEDxRainier
 
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Given an inherent subjective nature, emotions have long been a nearly impenetrable topic for scientific research. Affective neuroscientist Jaak Panksepp explains a modern approach to emotions, and how taking seriously the emotions of other animals might soon improve the lives of millions. Jaak Panksepp introduced the concept of Affective Neuroscience in 1990, consisting of an overarching vision of how mammalian brains generate experienced affective states in animals, as effective models for fathoming the primal evolutionary sources of emotional feelings in human beings. This work has implications for further developments in Biological Psychiatry, ranging from an understanding of the underlying brain disorders, to new therapeutic strategies. Panksepp is a Ph.D. Professor and Baily Endowed Chair of Animal Well-Being Science, College of Veterinary Medicine, Washington State University. His scientific contributions include more than 400 papers devoted to the study of basic emotional and motivational processes of the mammalian brain. He has conducted extensive research on brain and bodily mechanisms of feeding and energy-balance regulation, sleep physiology, and most importantly the study of emotional processes, including associated feelings states, in other animals. This talk was given November 9, 2013 in Seattle at TEDxRainier, a local TEDx event, produced independently of the TED Conferences. TEDx is a program of local, self-organized events that bring people together to share a TED-like experience. At a TEDx event, TEDTalks video and live speakers combine to spark deep discussion and connection in a small group. These local, self-organized events are branded TEDx, where x = independently organized TED event. The TED Conference provides general guidance for the TEDx program, but individual TEDx events are self-organized.* (*Subject to certain rules and regulations)
Views: 557217 TEDx Talks
What is BLUE SKY LAW? What does BLUE SKY LAW mean? BLUE SKY LAW meaning, definition & explanation
 
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What is BLUE SKY LAW? What does BLUE SKY LAW mean? BLUE SKY LAW meaning - BLUE SKY LAW definition - BLUE SKY LAW explanation. SUBSCRIBE to our Google Earth flights channel - https://www.youtube.com/channel/UC6UuCPh7GrXznZi0Hz2YQnQ Source: Wikipedia.org article, adapted under https://creativecommons.org/licenses/by-sa/3.0/ license. A blue sky law is a state law in the United States that regulates the offering and sale of securities to protect the public from fraud. Though the specific provisions of these laws vary among states, they all require the registration of all securities offerings and sales, as well as of stockbrokers and brokerage firms. Each state's blue sky law is administered by its appropriate regulatory agency, and most also provide private causes of action for private investors who have been injured by securities fraud. The first blue sky law was enacted in Kansas in 1911 at the urging of its banking commissioner, Joseph Norman Dolley, and served as a model for similar statutes in other states. Between 1911 and 1933, 47 states adopted blue-sky statutes (Nevada was the lone holdout). Today, the blue sky laws of 40 of the 50 states are patterned after the Uniform Securities Act of 1956. Historically, the federal securities laws and the state blue sky laws complemented and often duplicated one another. Much of the duplication, especially with regards to registration of securities and the regulation of brokers and advisors, was largely preempted by the Securities and Exchange Commission with the National Securities Markets Improvement Act of 1996 (NSMIA). This act, however, left some regulation of investment advisors and much of the fraud litigation under state jurisdiction. In 1998, state law securities fraud claims were expressly preempted by the Securities Litigation Uniform Standards Act from being raised in lawsuits that were effectively class actions by investors, even if not filed as class actions. Its earliest cited use by the United States Supreme Court was in an opinion by U.S. Supreme Court Justice Joseph McKenna in Hall v. Geiger-Jones Co., 242 U.S. 539 (1917), a case that addressed the constitutionality of state securities laws. Oddly, McKenna is frequently (and erroneously) given credit for inventing the term, even though J. N. Dolley used the term when plumping for passage of the Kansas statute in 1910, and McKenna's own opinion in Hall itself attributes the term to an unnamed, earlier source: The name that is given to the law indicates the evil at which it is aimed, that is, to use the language of a cited case, "speculative schemes which have no more basis than so many feet of 'blue sky'"; or, as stated by counsel in another case, "to stop the sale of stock in fly-by-night concerns, visionary oil wells, distant gold mines and other like fraudulent exploitations." Even if the descriptions be regarded as rhetorical, the existence of evil is indicated, and a belief of its detriment; and we shall not pause to do more than state that the prevention of deception is within the competency of government and that the appreciation of the consequences of it is not open for our review. Kansas banking commissioner Dolley, railing against "blue sky merchants" when pushing for passage of the Kansas statute in 1910, observed that certain fraudulent investments were backed by nothing but the blue skies of Kansas. The Oxford English Dictionary has a cited use dating to 1906. Also, The New York Times (and other national newspapers) frequently reported on the blue sky laws as various states began to enact them between 1911 and 1916. The newspapers expressly used the term blue sky to describe the laws.
Views: 569 The Audiopedia
Metabolism & Nutrition, Part 1: Crash Course A&P #36
 
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Metabolism is a complex process that has a lot more going on than personal trainers and commercials might have you believe. Today we are exploring some of its key parts, including vital nutrients -- such as water, vitamins, minerals, carbs, fats, and proteins -- as well as how anabolic reactions build structures and require energy, while catabolic reactions tear things apart and release energy. Anatomy of Hank Poster: http://store.dftba.com/products/crashcourse-anatomy-and-physiology-poster -- Table of Contents Water, Vitamins, Minerals, Carbs, Fats and Proteins 3:47 Anabolic Reactions Build Structures and Require Energy 2:59 Catabolic Reactions Tear Things Apart and Release Energy 3:17 Metabolism 2:30 *** Crash Course is on Patreon! You can support us directly by signing up at http://www.patreon.com/crashcourse Thanks to the following Patrons for their generous monthly contributions that help keep Crash Course free for everyone forever: Mark , Elliot Beter, Moritz Schmidt, Jeffrey Thompson, Ian Dundore, Jacob Ash, Jessica Wode, Today I Found Out, Christy Huddleston, James Craver, Chris Peters, SR Foxley, Steve Marshall, Simun Niclasen, Eric Kitchen, Robert Kunz, Avi Yashchin, Jason A Saslow, Jan Schmid, Daniel Baulig, Christian , Anna-Ester Volozh -- Want to find Crash Course elsewhere on the internet? Facebook - http://www.facebook.com/YouTubeCrashCourse Twitter - http://www.twitter.com/TheCrashCourse Tumblr - http://thecrashcourse.tumblr.com Support Crash Course on Patreon: http://patreon.com/crashcourse CC Kids: http://www.youtube.com/crashcoursekids
Views: 1516217 CrashCourse
Elektrikka Inc. Video for STO (Security Token Offering)
 
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Securities Token Offering (STO) For Accredited Investors Only Elektrikka Inc., a Michigan company (the “Company”), is offering up to Seventy Million Dollars ($70,000,000.00) Digital Coins (ERC20) Tokens ( “the Digital Coin (ERC20) Tokens” or the “Securities”), being named as “FCV Tokens” or “FCV” Tokens to Accredited Investors. The tokens term of sales is defined in Regulation D, Rule 506(c) promulgated under the United States Securities Act, as amended (the “Securities Act”). The minimum subscription amount per person is One Hundred Dollars ($100.00). There is an aggregate/total minimum subscription requirement of Two Hundred Dollars ($200,000). The offering price is $10.00 per coin (Token). The Company reserves the right, subject to applicable securities laws, to begin applying the proceeds after $200,000.00 has been invested from the Offering towards its investment program and other uses as more specifically set forth in this Memorandum. There is no escrow applicable to the Offering. All dollar amounts referred to herein refer to United States dollars. Tokens delivery and subscription will be via Ethereum Blockchain Network smart contract.
Endocrine System, Part 1 - Glands & Hormones: Crash Course A&P #23
 
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Hank begins teaching you about your endocrine system by explaining how it uses glands to produce hormones. These hormones are either amino-acid based and water soluble, or steroidal and lipid-soluble, and may target many types of cells or just turn on specific ones. He will also touch on hormone cascades, and how the HPA axis effects your stress response. Table of Contents Endocrine System 2:32 Glands Produce Hormones 2:58 Amino Acid Based and Water Soluble 4:18 Steroidal and Lipid Soluble 4:44 Hormone Cascades 6:15 HPA Axis Effects Your Stress Response 6:30 *** Crash Course Psychology Poster: http://www.dftba.com/crashcourse *** Crash Course is now on Patreon! You can support us directly by signing up at http://www.patreon.com/crashcourse Thanks to the following Patrons for their generous monthly contributions that help keep Crash Course free for everyone forever: Mark Brouwer, Jan Schmid, Steve Marshall, Anna-Ester Volozh, Sandra Aft, Brad Wardell, Christian Ludvigsen, Robert Kunz, Jason, A Saslow, Jacob Ash, Jeffrey Thompson, Jessica Simmons, James Craver, Simun Niclasen, SR Foxley, Roger C. Rocha, Nevin, Spoljaric, Eric Knight, Elliot Beter, Jessica Wode ***SUBBABLE MESSAGES*** TO: Laura Hewett FROM: Amy Paez Greetings from the other side of the world! DFTBA -- TO: Wesley FROM: G Distance is created by the Desert Otherworld, therefore we shall not be destroyed. ***SUPPORTER THANK YOU!*** Thank you so much to all of our awesome supporters for their contributions to help make Crash Course possible and freely available for everyone forever: Mickey Maloney, Dan Smalley, Stephen DeCubellis, Vanessa Benavent, Andrew Galante, LankySam!, David Costello, Vanessa Benavent, Kenzo Yasuda, Tessa White -- Want to find Crash Course elsewhere on the internet? Facebook - http://www.facebook.com/YouTubeCrashCourse Twitter - http://www.twitter.com/TheCrashCourse Tumblr - http://thecrashcourse.tumblr.com Support Crash Course on Patreon: http://patreon.com/crashcourse CC Kids: http://www.youtube.com/crashcoursekids
Views: 2860419 CrashCourse
TEDxBlue - Angela Lee Duckworth, Ph.D - 10/18/09
 
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True Grit: Can Perseverance be Taught? Dr. Angela Lee Duckworth is an Assistant Professor of Psychology at the University of Pennsylvania. Angela studies non-IQ competencies that predict success both academically and professionally. Her research populations have included West Point cadets, National Spelling Bee finalists, novice teachers, salespeople, and students. About TEDx, x=independently organize event In the spirit of ideas worth spreading, TEDx is a program of local, self- organized events that bring people together to share a TED-like experience. At a TEDx event, TEDTalks video and live speakers combine to spark deep discussion and connection in a small group. These local, self-organized events are branded TEDx, where x=independently organized TED event. The TED Conference provides general guidance for the TEDx program, but individual TEDx events are self-organized.* (*Subject to certain rules and regulations)
Views: 427990 TEDx Talks
Why most ICOs do not allow Americans to Invest
 
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A quick video giving you some non-technical reasons why many ICOs do not allow American participation. I will also show you how to bypass their method of regulation so you can participate from any location. Definition of an accredited investor in the US: In the United States, to be considered an accredited investor, one must have a net worth of at least $1,000,000, excluding the value of one's primary residence, or have income at least $200,000 each year for the last two years (or $300,000 combined income if married) and have the expectation to make the same amount this year. The term "accredited investor" is defined in Rule 501 of Regulation D of the U.S. Securities and Exchange Commission (SEC)
Views: 7015 Marc Mckirahan
The European Union Explained*
 
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The European Union with a lot of asterisks. Support these videos: https://www.patreon.com/cgpgrey
Views: 7674292 CGP Grey
RNA interference (RNAi): by Nature Video
 
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RNA interference (RNAi) is an important process, used by many different organisms to regulate the activity of genes. This animation explains how RNAi works and introduces the two main players: small interfering RNAs (siRNAs) and microRNAs (miRNAs). We take you on an audio-visual journey, diving into a cell to show how genes are transcribed to make messenger RNA (mRNA) and how RNAi can silence specific mRNAs to stop them from making proteins. The animation is based on the latest research, to give you an up-to-date view. If you'd like to know more about the structures and processes you see in this video, check out the accompanying slideshow: http://www.nature.com/nrg/multimedia/rnai/animation/index.html Sponsor message (May 2014): Dharmacon RNAi products are now part of GE Healthcare. Learn more at http://www.GELifeSciences.com/Dharmacon
Views: 961205 nature video
From DNA to protein - 3D
 
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This 3D animation shows how proteins are made in the cell from the information in the DNA code. To download the subtitles (.srt) for this site, please use the following link: https://goo.gl/Ew7l69 and for more information, please view the video and explore related resources on our site: http://www.yourgenome.org/video/from-dna-to-protein
Views: 5056190 yourgenome
Should I invest if I’m in debt?
 
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Should I invest if I’m in debt? This is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. The contents of this post may not be accurate or complete and are subject to change. The offering is made only by the Private Placement Memorandum. This material must be read in conjunction with the Private Placement Memorandum in order to understand fully all of the investment objectives, risks, charges and expenses associated with an investment the securities to which it relates and must not be relied upon to make an investment decision. The offering of securities described herein will not be registered under the Securities Act of 1933 (the “Securities Act”) or the securities laws of any state and the securities are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and such laws. Neither the Securities and Exchange Commission nor any other federal or state agency has passed upon the merits of or given their approval to the offering of the securities, the terms of the offering or the accuracy or completeness of the offering materials. The offering of securities is being made only to Accredited Investors, as defined in Rule 501(c) of Regulation D of the Securities Act. An investment in the securities is highly speculative and involves substantial investment and tax risks. The securities offered are an illiquid investment and involve a high degree of risk; Investors should be able to bear the loss of some or all of their investment. All prospective investors must review the Private Placement Memorandum in its entirety before investing. Subscribe to Commune Capital 👉 https://bit.ly/2OeHfaY Follow Commune Capital on Instagram 👉 https://bit.ly/2YsH4NM Follow Commune Capital on Facebook 👉 https://bit.ly/2WwzkbK
Views: 58 Commune Capital