Disqualifying Provision Relating to Exemptions Under Rules 504, 505 and 506

a) No exemption under Rule 504, 505 or 506 shall be available for an issuer if such issuer, any of its predecessors or affiliates have been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminary or permanently enjoining such person for failure to comply with Rule 503.

(b) Paragraph (a) of this section shall not apply if the Commission determines, upon a showing of good cause, that it is not necessary under the circumstances that the exemption be denied.

Source: Securities and Exchange Commission (2016), Securities Act of 1933