Commission legend.

Commission legend. A legend that indicates that neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or passed upon the accuracy or adequacy of the disclosures in the prospectus and that any contrary representation is a criminal offense. You may use one of the following or other clear, plain language:
(8) Underwriting.
(i) Name(s) of the lead or managing underwriter(s) and an identification of the nature of the underwriting arrangements;
(ii) If the offering is not made on a firm commitment basis, a brief description of the underwriting arrangements. You may use any clear, concise, and accurate description of the underwriting arrangements. You may use the following descriptions of underwriting arrangements where appropriate:
(iii) If you offer the securities on a best efforts or best efforts minimum/maximum basis, the date the offering will end, any minimum purchase requirements, and any arrangements to place the funds in an escrow, trust, or similar account. If you have not made any of these arrangements, state this fact and describe the effect on investors;
(9) Date of prospectus. The date of the prospectus;
(10) Prospectus “Subject to Completion” legend.
(i) If you use the prospectus before the effective date of the registration statement or if you use Rule 430A [§ 230.430A of this chapter] to omit pricing information and the prospectus is used before you determine the public offering price, include a prominent statement that:
(A) The information in the prospectus will be amended or completed;
(B) A registration statement relating to these securities has been filed with the Securities and Exchange Commission;
(C) The securities may not be sold until the registration statement becomes effective; and
(D) The prospectus is not an offer to sell the securities, and it is not soliciting an offer to buy the securities, in any state where offers or sales are not permitted.
(ii) The legend called for by paragraph (b)(10)(i) of this Item may be in the following or other clear, plain language:


17 CFR § 229.501

Scoping language

The registrant must furnish the following information in plain English. See 230.421 of Regulation C of this chapter.

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