Certain Transfers by Persons in the United States Sample Clauses

Certain Transfers by Persons in the United States. (a) If the Special Warrant Certificate surrendered pursuant to Section 3.1(b) or Section 3.2(b) hereof bears the legend set forth in Section 2.3(d) hereof and:
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Certain Transfers by Persons in the United States. None of the Subscription Receipts the Underlying Securities issuable pursuant to the Subscription Receipts nor any Warrant Shares issuable upon exercise of the Warrants have been registered under the U.S. Securities Act or under any United States state securities laws. U.S. Purchasers may only offer, sell, pledge or otherwise transfer such securities (a) to the Corporation, (b) outside the United States in compliance with the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations (including the requirements of the legend set forth herein)(c) pursuant to a registration statement that has been declared effective under the U.S. Securities Act and is available for resale of the securities or (d) in compliance with and exemption from registration under an exemption from registration under the U.S. Securities Act, including Rule 144 or Rule 144A thereunder, if available, and, in each case, in compliance with any applicable state securities laws. The Corporation will require a legal opinion of counsel of recognized standing or other evidence satisfactory to the Corporation and the Subscription Receipt Agent that such transfer is conducted in compliance with the U,S, Securities Act and applicable state securities laws.
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Certain Transfers by Persons in the United States. Neither the Subscription Receipts nor the Underlying Securities issuable pursuant to the Subscription Receipts nor any Common Shares issuable upon exercise of the Warrants have been or will be registered under the U.S. Securities Act or under any United States state securities laws. Any U.S. Purchaser that (a) is an Accredited Investor may only offer, sell, pledge or otherwise transfer such securities (i) to the Corporation, or (ii) outside the United States to a Person who is not a U.S. Person in compliance with the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations, or (b) that is a Qualified Institutional Buyer may only offer, sell, pledge or otherwise transfer such securities (i) to the Corporation, or (ii) outside the United States to a Person who is not a U.S. Person and in compliance with the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations.
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Certain Transfers by Persons in the United States. Neither the Subscription Receipts nor the Underlying Securities issuable pursuant to the Subscription Receipts nor any Warrant Shares issuable upon exercise of the Warrants have been or will be registered under the U.S. Securities Act or under any United States state securities laws. A U.S. Purchaser may only offer, sell, pledge or otherwise transfer such securities (i) to the Corporation, or (ii) outside the United States to a Person who is not a U.S. Person in compliance with the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations, and if, in the case of U.S. Purchasers holding a Subscription Receipt Certificate, a declaration to the effect attached hereto as Schedule "D" (or in such other form as the Corporation may from time to time prescribe), is delivered to the Subscription Receipt Agent, and if required by the Subscription Receipt Agent, the transferor provides an opinion of counsel of recognized standing, reasonably satisfactory in form and substance to the Corporation and the Subscription Receipt Agent to the effect that such transfer is being made in compliance with Rule 904 of Regulation S.
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Certain Transfers by Persons in the United States. Neither the Subscription Receipts, the Convertible Debentures issuable pursuant to the Subscription Receipts nor the Underlying Shares issuable upon conversion of the Convertible Debentures have been or will be registered under the U.S. Securities Act or under any United States state securities laws. A U.S. Purchaser may only offer, sell, pledge or otherwise transfer the Subscription Receipts (i) to the Corporation; or (ii) outside the United States to a Person who is not a U.S. Person in compliance with the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations.
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Certain Transfers by Persons in the United States. Neither the Subscription Receipts nor the Underlying Securities issuable pursuant to the Subscription Receipts nor any Common Shares issuable upon exercise of the Warrants have been or will be registered under the U.S. Securities Act or under any United States state securities laws. Any U.S. Purchaser that (a) is an Accredited Investor may only offer, sell, pledge or otherwise transfer such securities (i) to the Corporation, (ii) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations, (iii) pursuant to an exemption from registration under the U.S. Securities Act provided by (A) Rule 144 or (B) Rule 144A under the U.S. Securities Act, if applicable, and in compliance with applicable local laws and regulations, or (iv) in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws, and (b) is a Qualified Institutional Buyer may only offer, sell, pledge or otherwise transfer such securities (i) to the Corporation, or (ii) outside the United States to a Person who is not a U.S. Person and in compliance with the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations.
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Related to Certain Transfers by Persons in the United States

  • Certain Transfers and Exchanges Notwithstanding any other provision of this Indenture, transfers and exchanges of Securities and beneficial interests in a Global Security shall be made only in accordance with this Section 3.6(b).

  • Certain Transfers Void Any purported Transfer of shares of Common Stock or Restricted Shares in breach of any provision of this Agreement shall be void and ineffectual, and shall not operate to Transfer any interest or title in the purported transferee.

  • Certain Transfers The sale of all or substantially all of Tenant's assets (other than bulk sales in the ordinary course of business) or, if Tenant is a corporation, an unincorporated association, or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof) shall be deemed an assignment within the meaning and provisions of this Article. Notwithstanding the foregoing, Landlord's consent shall not be required for the assignment of this Lease as a result of a merger by Tenant with or into another entity, so long as (i) the net worth of the successor entity after such merger is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such merger, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such merger, (ii) Tenant shall provide to Landlord, prior to such merger, written notice of such merger and such assignment documentation and other information as Landlord may request in connection therewith, and (iii) all of the other terms and requirements of this Article shall apply with respect to such assignment.

  • Prohibition on Transfers During the term of this Agreement, each Shareholder hereby severally as to itself only, but not jointly with any other Shareholder, agrees not to Transfer any of the Covered Shares, Beneficial Ownership thereof or any other interest therein unless such Transfer is a Permitted Transfer.

  • Limitation on Transfers No Transfer may be made under this Section 12.2 unless the Seller has received a bona fide written offer (the “Purchase Offer”) from a Person (the “Purchaser”) to purchase, directly or indirectly, the Offered Units for a purchase price (the “Offer Price”) denominated and payable in United States dollars at closing or according to specified terms, with or without interest, which offer shall be in writing signed by the Purchaser and shall be irrevocable for a period ending no sooner than the Business Day following the end of the Offer Period, as hereinafter defined.

  • Prohibition on Transfers, Other Actions Until the termination of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement, each Stockholder agrees that it shall not Transfer Beneficial Ownership of any of the Covered Stockholder Shares (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (i) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or would reasonably be expected to violate, or result in or give rise to a violation of, the Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (ii) take any action that would restrict such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. Each Stockholder agrees not to request that the Company or its transfer agent register the Transfer (book-entry or otherwise) of any of its Covered Stockholder Shares in violation of this provision and hereby consents to the entry of stop transfer instructions by the Company of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.

  • Denominations; Transfers and Exchanges All Notes will be in registered form, without coupons, in principal amounts equal to any Authorized Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this Note by presenting it to the Registrar and delivering any required documentation or other materials.

  • Prohibition on Transfer The Participant recognizes and agrees that all Granted Shares which are subject to the Lapsing Repurchase Right may not be sold, transferred, assigned, hypothecated, pledged, encumbered or otherwise disposed of, whether voluntarily or by operation of law, other than to the Company (or its designee). However, the Participant, with the approval of the Administrator, may transfer the Granted Shares for no consideration to or for the benefit of the Participant’s Immediate Family (including, without limitation, to a trust for the benefit of the Participant’s Immediate Family or to a partnership or limited liability company for one or more members of the Participant’s Immediate Family), subject to such limits as the Administrator may establish, and the transferee shall remain subject to all the terms and conditions applicable to this Agreement prior to such transfer and each such transferee shall so acknowledge in writing as a condition precedent to the effectiveness of such transfer. The term “Immediate Family” shall mean the Participant’s spouse, former spouse, parents, children, stepchildren, adoptive relationships, sisters, brothers, nieces and nephews and grandchildren (and, for this purpose, shall also include the Participant. The Company shall not be required to transfer any Granted Shares on its books which shall have been sold, assigned or otherwise transferred in violation of this Subsection 2.1(e), or to treat as the owner of such Granted Shares, or to accord the right to vote as such owner or to pay dividends to, any person or organization to which any such Granted Shares shall have been so sold, assigned or otherwise transferred, in violation of this Subsection 2.1(e).

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