Application of Minnesota Statutes Sample Clauses

Application of Minnesota Statutes. The PRCO Securities are to be purchased by a resident of Minnesota (i.e., the Investor), who is an accredited investor. Section 80A.15.2(g) of the Minnesota Act and Administrative Rule 2875.0170 specifically exempts from the securities registration requirements of Section 80A.08 of the Minnesota Act, offers and sales made to not more than 10 persons in Minnesota in any twelve month period by the same issuer, under any exception under Section 3(b) of the Securities Act. Rule 504 of Regulation D is promulgated under Section 3(b) of the Securities Act. Still further, Section 80A.15.2(g) and Administrative Rule 2875.0170 specifically permits general solicitation and advertising if the securities are sold under an exemption under Section 3(b) of the Securities Act.
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Application of Minnesota Statutes. The BOCI Securities are to be purchased by a resident of Minnesota (i.e., the Investor), who is an accredited investor. Section 80A.15.2(a)(1) of the Minnesota Act specifically exempts from the securities registration requirements of Section 80A.08 of the Minnesota Act, offers and sales made to not more than 10 persons in Minnesota in any twelve month period by the same issuer, under any exception under Section 3(b) of the Securities Act. Rule 504 of Regulation D is promulgated under Section 3(b) of the Securities Act. Still further, Section 80A.15.2(a)(1) specifically permits general solicitation and advertising if the securities are sold under an exemption under Section 3(b) of the Securities Act.
Sample 1
Application of Minnesota Statutes. The PRCO Securities are to be purchased by a resident of Minnesota (i.e., the Investor), who is an accredited investor. Section 80A.15.2(a)(1) of the Minnesota Act specifically exempts from the securities registration requirements of Section 80A.08 of the Minnesota Act, offers and sales made to not more than 10 persons in Minnesota in any twelve month period by the same issuer, under any exception under Section 3(b) of the Securities Act. For purposes of counting the number of purchasers, Minnesota Rule 2A75.0150 excludes from the calculation any accredited investor. Rule 504 of Regulation D is promulgated under Section 3(b) of the Securities Act. Still further, Section 80A.15.2(a)(1) specifically permits general solicitation and advertising if the securities are sold under an exemption under Section 3(b) of the Securities Act.
Sample 1

Related to Application of Minnesota Statutes

  • Application of Code Section 409A (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that Executive undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of Executive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of Executive’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required to be delayed if the premiums therefore were paid by Executive, Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Bank shall pay Executive an amount equal to the amount of such premiums paid by Executive during the Delay Period within ten (10) days after the conclusion of such Delay Period.

  • Waive Statutes Lessor and Lessee agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Premises with respect to the termination of this Lease and hereby waive the provisions of any present or future statute to the extent inconsistent herewith.

  • Application of Delaware Law This Agreement, and the application of interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Delaware, and specifically the Delaware Act.

  • Ordinances and Statutes Lessee shall comply with all statutes, ordinances and requirements of all municipal, state and federal authorities now in force, or which may hereafter be in force, pertaining to the premises, occasioned by or affecting the use thereof by Lessee.

  • Compliance with Delaware Statutory Trust Act The Issuer must have at least one trustee that meets the requirements of Section 3807(a) of the Delaware Statutory Trust Act.

  • Waiver of Statutes Lessor and Lessee agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Premises and the Building with respect to the termination of this Lease and hereby waive the provisions of any present or future statute to the extent it is inconsistent herewith.

  • Application of Law The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a court proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding which disposes of all claims of the parties that are the subject of the reference. Pursuant to CCP § 644, such decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision.

  • Statutes Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

  • Application of Takeover Protections The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

  • Whistleblower Protections and Trade Secrets Notwithstanding anything to the contrary contained herein, nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation (including the right to receive an award for information provided to any such government agencies). Furthermore, in accordance with 18 U.S.C. § 1833, notwithstanding anything to the contrary in this Agreement: (i) Executive shall not be in breach of this Agreement, and shall not be held criminally or civilly liable under any federal or state trade secret law (x) for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (y) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney, and may use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

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