Selling and Transfer Restrictions Sample Clauses

Selling and Transfer Restrictions. Canada: Each Dealer acknowledges and agrees that Covered Bonds have not been and will not be qualified for sale under the securities laws of any province or territory of Canada. Each Dealer represents and agrees, and each further Dealer appointed pursuant to Section 9.01(b) will be required to represent and agree, that it has not offered, sold, distributed or delivered, and that it will not offer, sell, distribute or deliver, any Covered Bonds, directly or indirectly, in Canada or to, or for the benefit of any resident thereof in contravention of the securities laws of Canada or any province or territory thereof and also without the consent of the Issuer. If the applicable Final Terms provide that Covered Bonds may be offered, sold, or distributed in Canada, the issue of the Covered Bonds will be subject to such additional selling restrictions as the Issuer and the Relevant Dealer may agree, as specified in the applicable Final Terms. Each Dealer represents and agrees, and each further Dealer appointed under the Programme will be required to represent and agree, that it has offered, sold, or distributed, and that it will offer, sell and distribute such Covered Bonds only in compliance with such additional Canadian selling restrictions. Each Dealer agrees, and each further Dealer appointed pursuant to Section 9.01(b) will be required to agree, not to distribute or deliver the Prospectus or any other offering material relating to the Covered Bonds, in Canada in contravention of the securities laws of Canada or any province or territory thereof and also without the consent of the Issuer. United States of America:
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Selling and Transfer Restrictions. General: This Application Agreement does not constitute an offer to sell or a solicitation of an offer to buy Offer Shares in any jurisdiction in which such offer or solicitation is unlawful.
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Selling and Transfer Restrictions. General: This Application Agreement does not constitute an offer to sell or a solicitation of an offer to buy Bonds in any jurisdiction in which such offer or solicitation is unlawful. Nordea Bank AB (publ), filial i Norge is not registered with the U.S. Securities and Exchange Commission as a U.S. registered broker- dealer and will not offer or sell the Bonds within the United States.
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Selling and Transfer Restrictions. Nothing in this Application Agreement, or any other component of the Private Placement Materials, shall constitute an offer to sell or a solicitation of an offer to buy Offer Shares in any jurisdiction in which such offer or solicitation is unlawful. No one has taken any action that would permit a public offering of the Offer Shares in any jurisdiction.
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Selling and Transfer Restrictions. The Initial Purchaser covenants with the Company that it will not transfer any interest in the Bonds or the Conversion Shares except in accordance with Section 3.1 and it will comply with the selling restrictions in the European Union, Hong Kong, Japan, the PRC, the ROC, Singapore, the United Kingdom and U.S. as set out under the caption “Plan of Distribution” in the Offering Memorandum.
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Selling and Transfer Restrictions. The offer and sale of Notes will be subject to selling and transfer restrictions in various jurisdictions, in particular, those of the United States, France, Belgium, the United Kingdom, Switzerland, Luxembourg, Japan and Hong Kong. In particular, there are restrictions on the transfer of Notes sold pursuant to Rule 144A and Regulation S under the Securities Act. See "Transfer Restrictions". Further restrictions that may apply to a Series of Notes will be specified in the applicable Pricing Supplement. Unless specified otherwise in the applicable Pricing Supplement, Regulation S Category 2 shall apply. Notes may only be initially subscribed by investors qualifying as "Third Party Beneficiaries" (Tiers Bénéficiaires) under paragraph (a) or under paragraphs (c) through (f) of Schedule A to the relevant Guarantee or qualifying as QIBs. Risk Factors: Prospective investors are referred to the section in this Base Prospectus entitled "Risk Factors" for a discussion of certain factors that should be considered in connection with investing in the Notes and the operation of the relevant Guarantee.
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Related to Selling and Transfer Restrictions

  • Securities Law Transfer Restrictions By taking and holding this Warrant, the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant have been registered under the Securities Act or any applicable state securities or blue sky law (collectively, "Securities Laws"); (ii) agrees not to sell, transfer or otherwise dispose of this Warrant, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities Laws; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and (b) accepts by written instrument reasonably acceptable to the Company each of the terms and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing the foregoing restrictions, unless such shares of Common Stock have been effectively registered under the applicable Securities Laws.

  • Transfer Restrictions If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

  • Minimum Transfer Restriction Any Transferring Partner must Transfer not less than the lesser of (i) five hundred (500) Partnership Units or (ii) all of the remaining Partnership Units owned by such Transferring Partner, without, in each case, the Consent of the General Partner; provided, however, that, for purposes of determining compliance with the foregoing restriction, all Partnership Units owned by Affiliates of a Limited Partner shall be considered to be owned by such Limited Partner.

  • Transfer Restriction No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

  • General Transfer Restrictions The right of any Holder to Transfer any Shares held by it is subject to the restrictions set forth below.

  • Removal of Legend and Transfer Restrictions The legend relating to the Act endorsed on a certificate pursuant to paragraph 5(a) of this Warrant shall be removed and the Company shall issue a certificate without such legend to the Holder of the Securities if (i) the Securities are registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is available or (ii) the Holder provides to the Company an opinion of counsel for the Holder reasonably satisfactory to the Company, a no-action letter or interpretive opinion of the staff of the SEC reasonably satisfactory to the Company, or other evidence reasonably satisfactory to the Company, to the effect that public sale, transfer or assignment of the Securities may be made without registration and without compliance with any restriction such as Rule 144.

  • Stock Transfer Restrictions UTEK acknowledges that the MTKN Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

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