Canadian Securities Law Restrictions Sample Clauses

Canadian Securities Law Restrictions. Prior to the expiry of any applicable hold period under applicable Canadian Securities Laws, the certificates representing the Purchased Units will bear the legend set out at Section 6.2(b); provided that if, at any time, in the opinion of counsel to the Trust, such legends are no longer necessary in order to avoid a violation of Canadian Securities Laws, or the holder of any such legended certificate, at the holder’s expense, provides the Trust with evidence, satisfactory in form and substance to the Trust, acting reasonably, to the effect that such holder is entitled to sell or otherwise transfer such Purchased Units in a transaction in which such legends are not required, such legended certificate may thereafter be surrendered to the Trust in exchange for, and the Trust shall issue upon such surrender, a certificate representing such Purchased Units which does not bear such legend. For the purposes hereof, an unqualified legal opinion to the foregoing effect (but containing customary assumptions and reliances) of Xxxxx Xxxxxx & Harcourt LLP, or other counsel satisfactory to the Trust, acting reasonably (the “Legend Release Opinion”), shall constitute evidence satisfactory in form and substance to the Trust for the purposes of this Section 2.3 unless the Trust’s customary external counsel provides its written opinion to the Trust, after reviewing the Legend Release Opinion, that the Legend Release Opinion should not be relied upon for purposes of removing the legend as aforesaid.
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Related to Canadian Securities Law Restrictions

  • Securities Law Restrictions In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

  • Securities Laws Restrictions The Purchaser agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Securities proposed to be transferred shall then be effective or (b) the Company shall have received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction complies with the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

  • U.S. Securities Law Matters The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Shares issued under the Arrangement to the JW Entities will be issued by the Company in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof or another available exemption. In order to ensure the availability of the exemption under section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company Shareholders; (d) the Company will ensure that the JW Entities will be given adequate notice advising them of their right to attend the Final Order hearing and will provide them with sufficient information for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been advised that the Proportionate Voting Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at the Final Order hearing so long as they deliver a Notice of Appearance within the time prescribed by the Interim Order.

  • U.S. Securities Laws (a) The Parties intend that the issuance of (i) the New Parent Shares under the Arrangement and (ii) Replacement Options (and corresponding tandem Replacement SARs) issued in exchange for the Agrium Voting Options shall be exempt from the registration requirements of the U.S. Securities Act pursuant to the exemption provided by Section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”). Each Party shall act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement set forth in this Section 2.15. (b) In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be carried out on the following basis: (i) each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be subject to the approval of the Court; (ii) the Court shall be advised as to the intention of New Parent and the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs); (iii) the Court shall be required to satisfy itself as to the substantive and procedural fairness of each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs); (iv) the Final Order shall expressly state that each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) is approved by the Court as being substantively and procedurally fair to the Persons to whom the New Parent Shares and such Replacement Options (and corresponding tandem Replacement SARs) will be issued; (v) the Parties shall ensure that each Person entitled to receive New Parent Shares on completion of the Arrangement and such Replacement Options (and corresponding tandem Replacement SARs), as applicable, shall be given adequate notice advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information to enable such Person to exercise such right; (vi) each Person to whom New Parent Shares shall be issued pursuant to the Arrangement and to whom such Replacement Options (and corresponding tandem Replacement SARs) shall be issued, as applicable, shall be advised that such New Parent Shares and such Replacement Options (and corresponding tandem Replacement SARs) have not been registered under the U.S. Securities Act and shall be issued by Agrium in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act and, in the case of affiliates of PCS and of Agrium, shall be subject to certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under the U.S. Securities Act; (vii) the Interim Order shall specify that each Person to whom (i) New Parent Shares shall be issued pursuant to the Arrangement or (ii) such Replacement Options (and corresponding tandem Replacement SARs) shall be issued shall have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as such securityholder enters an appearance within a reasonable time; and (viii) the Final Order shall include a statement to substantially the following effect: “This Order shall serve as the basis for reliance on the exemption provided by Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of (i) common shares of New Parent pursuant to the Plan of Arrangement, and (ii) options to purchase common shares of New Parent in exchange for currently outstanding Agrium options, which Agrium options were granted under the Agrium Stock Option Plan on or before December 31, 2012, and corresponding tandem Replacement SARs as contemplated in the Plan of Arrangement.”

  • Compliance with U.S. Securities Laws Notwithstanding any provisions in this ADR or the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Instruction I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act.

  • Securities Act Restrictions The Registrable Shares are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the Investor shall not, directly or through others, offer or sell any Registrable Shares except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Shares other than pursuant to an effective registration statement, the Investor shall notify the Company of such transfer and the Company may require the Investor to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Shares that are to be transferred in contravention of this Agreement. Any certificates representing the Registrable Shares may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Agreement), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable Shares. Subject to the provisions of this Section 10, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP number, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Shares.

  • Securities Laws (a) LIFE COMPANY represents and warrants that (i) interests in each Account pursuant to the Contracts will be registered under the 1933 Act to the extent required by the 1933 Act, (ii) the Contracts will be duly authorized for issuance and sold in compliance with all applicable federal and state laws, including, without limitation, the 1933 Act, the 1934 Act, the 1940 Act and the law(s) of LIFE COMPANY’s state(s) of organization and domicile, (iii) each Account is and will remain registered under the 1940 Act, to the extent required by the 1940 Act, (iv) each Account does and will comply in all material respects with the requirements of the 1940 Act and the rules thereunder, to the extent required, (v) each Account’s 1933 Act registration statement relating to the Contracts, together with any amendments thereto, will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder, (vi) LIFE COMPANY will amend the registration statement for its Contracts under the 1933 Act and for its Accounts under the 1940 Act from time to time as required in order to effect the continuous offering of its Contracts or as may otherwise be required by applicable law, and (vii) each Account Prospectus, Statement of Additional Information, and then-current stickers (collectively referred to herein as “Account Prospectus”), will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder. (b) AVIF represents and warrants that (i) Shares sold pursuant to this Agreement will be registered under the 1933 Act to the extent required by the 1933 Act and duly authorized for issuance and sold in compliance with Delaware law, (ii) AVIF is and will remain registered under the 1940 Act to the extent required by the 1940 Act, (iii) AVIF will amend the registration statement for its Shares under the 1933 Act and itself under the 1940 Act from time to time as required in order to effect the continuous offering of its Shares, (iv) AVIF does and will comply in all material respects with the requirements of the 1940 Act and the rules thereunder, (v) AVIF’s 1933 Act registration statement, together with any amendments thereto, will at all times comply in all material respects with the requirements of the 1933 Act and rules thereunder, and (vi) AVIF’s Prospectus, Statement of Additional Information, and then-current stickers (collectively referred to herein as “AVIF Prospectus”), will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder. (c) AVIF will at its expense register and qualify its Shares for sale in accordance with the laws of any state or other jurisdiction if and to the extent reasonably deemed advisable by AVIF. (d) AVIF represents and warrants that all of its trustees, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Fund are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company.

  • Securities Law Matters (i) Contributor and each of its members who receive Units is an "accredited investor" as such term is defined under Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (ii) The members (the "Members") of Contributor are as set forth on Exhibit O hereto; (iii) The Members have their primary residence in the State of Illinois; (iv) Contributor will hold the Units for its own account for investment purposes only and not with a view to distribution and does intend to distribute or resell the Units, except as expressly set forth at the end of this Section 5(v) below; (v) Taking into account the personnel and resources Contributor can practically bring to bear on the acquisition of the Units in FWRLP contemplated hereby, Contributor is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities presenting an investment decision like that involved in the acquisition of the Units, including investments in securities issued by FWRLP, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to acquire the Units (including the Confidential Information Statement, as supplemented through the date hereof, attached hereto as Exhibit M which contains the First Amended and Restated Agreement of Limited Partnership of FWRLP and any Amendments thereto (the "Partnership Agreement"); (vi) Contributor will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units except in compliance with the Securities Act and the rules and regulations promulgated thereunder and with the terms and conditions of the Partnership Agreement; (vii) Contributor acknowledges that the Units to be issued must be held until they are subsequently registered under the Securities Act and under applicable state securities or blue sky laws, unless exemptions from such registrations are available at the time of resale; (viii) Prior to the issuance of the Units, Contributor will execute all such other documents and instruments as may be reasonably necessary to allow FWRLP to comply with Federal and state securities law requirements with respect to the issuance of the Units and to comply with the terms of the Partnership Agreement; and (ix) Contributor acknowledges and agrees that, notwithstanding Section 8.6 of the Partnership Agreement, the Units to be issued hereunder shall not be redeemable for cash or exchangeable for Common Stock in the REIT for a period of thirteen (13) months from the date of issuance to Contributor. FWRLP hereby agrees that, at Closing, Contributor may transfer the Units to its Members, or may request FWRLP to issue the Units directly to its Members, provided that the Members receiving such Units shall make the representations contained in and agree to be bound (on a several basis with respect to matters pertaining to such Members) by all of the provisions of this Section 5(v) and any other provision of this Agreement relating to the Units (in lieu of Contributor), and by accepting such Units hereby agree to be so bound.

  • State Securities Laws The Company hereby agrees to use its best efforts to comply with all state securities or "blue sky" laws which might be applicable to the sale of the Stock and the issuance of the Options to the Purchaser.

  • Compliance with Securities Laws on Transfer This Warrant and the Shares issued upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated under the Act.

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