Compliance with Securities and Exchange Commission (“SEC”) rule 17f-5 (“rule 17f-5”).
(a) Customer’s board of directors (or equivalent body) (hereinafter ‘Board’) hereby delegates to Bank, and, except as to the country or countries as to which Bank may, from time to time, advise Customer that it does not accept such delegation, Bank hereby accepts the delegation to it, of the obligation to perform as Customer’s ‘Foreign Custody Manager’ (as that term is defined in rule 17f-5(a)(3) as promulgated under the Investment Company Act of 1940, as amended (“1940 Act”)), including for the purposes of: (i) selecting Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(1), and as the same may be amended from time to time, or that have otherwise been exempted pursuant to an SEC exemptive order) to hold foreign Financial Assets and Cash, (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in rule 17f-5(c)(2)), (iii) monitoring such foreign custody arrangements (as set forth in rule 17f-5(c)(3)).
(b) In connection with the foregoing, Bank shall:
(i) provide written reports notifying Customer’s Board of the placement of Financial Assets and Cash with particular Eligible Foreign Custodians and of any material change in the arrangements with such Eligible Foreign Custodians, with such reports to be provided to Customer’s Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customer’s foreign custody arrangements (and until further notice from Customer such reports shall be provided not less than quarterly with respect to the placement of Financial Assets and Cash with particular Eligible Foreign Custodians and with reasonable promptness upon the occurrence of any material change in the arrangements with such Eligible Foreign Custodians);
(ii) exercise such reasonable care, prudence and diligence in performing as Customer’s Foreign Custody Manager as a person having responsibility for the safekeeping of foreign Financial Assets and cash would exercise;
(iii) in selecting an Eligible Foreign Custodian, first have determined that foreign Financial Assets and cash placed and maintained in the safekeeping of such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such foreign Financial Assets and cash, including, without limitation, those factors set f...
Compliance with Securities. Regulations and Commission ----------------------------------------------------- Requests. The Company, subject to Section 3(a)(ii), will comply with the -------- requirements of Rule 430A or Rule 434, as applicable, and will notify the Global Coordinator as soon as reasonably practicable, and confirm the notice in writing, (A) when any post-effective amendment to the Registration Statement, shall become effective, or any supplement to the Prospectuses or any amended Prospectuses shall have been filed, (B) of the receipt of any comments from the Commission, (C) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectuses or for additional information, and (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 424(b) and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.
Compliance with Securities. LAWS The granting and exercise of this Option and Xxxxxxx'x obligation to deliver stock pursuant to an exercise of this Option shall be subject to all applicable federal and state laws, rules and regulations, and to such approvals by a regulatory or governmental agency as may be required. Accordingly, if in the opinion of the Company, Shares subject to Options are required to be registered under the Act and such registration has not been effected or a Prospectus complying with the requirements of Section 10 of the Act is not available for delivery upon exercise of this Option, then Xxxxxxx shall not be required to deliver the Shares subject to the Option to the extent being exercised until the registration has been effected and the Prospectus made available. Pending satisfaction of the foregoing, such exercise shall be deemed suspended and there shall be returned to the person exercising this Option the proceeds representing the Purchase Price. In such event, Xxxxxxx shall provide notice to the Optionee or her representative of the satisfaction of the foregoing registration condition, whereupon the right to exercise this Option shall be reinstated.
Compliance with Securities. Exchange Act of 1934 Reporting and Other Requirements; Reports.
(a) Securities Exchange Act of 1934. The Company represents and warrants continuously that (the statements in paragraph (8) of the form of ADR (Available Information) attached hereto as Exhibit A or, if applicable, most recently filed with the U.S. Securities and Exchange Commission are true and correct and (ii) it is in compliance with the registration, reporting and other requirements of the Securities Exchange Act of 1934, except for that non-compliance that occurred prior to October 7, 2022 that was publicly disclosed by the Company prior to that date. These representations and warranties of the Company shall survive the date of the Deposit Agreement. The Company hereby covenants and agrees to publish and file all reports, and to take all other actions, necessary and/or required to remain in compliance with the requirements of the Securities Exchange Act of 1934, as and when required, except for that non-compliance that occurred prior to October 7, 2022 that was publicly disclosed by the Company prior to that date, for any noncompliance as publicly disclosed by the Company. The Company agrees to notify the Depositary promptly in the event of any change in the truth or accuracy of, or noncompliance with, any of the representations, warranties, covenants and agreements contained in this Section 13(a) and paragraph (8) of the form of ADR (Available Information).
Compliance with Securities. Law Subject to and assuming the accuracy of the representations and warranties given by the Investors in Article IV, the offer, issuance, and delivery of the Purchased Shares and Warrants and the Converted Shares, as contemplated by this Agreement, are exempt from the registration requirements of the Securities Act, and are exempt from the prospectus, registration and/or qualification requirements, as applicable, under any applicable states’ securities laws and are exempt from the prospectus and registration requirements under Canadian Securities Laws. ARTICLE IV
Compliance with Securities. LAWS -------------------------------
8.1 The Holder of this Warrant, by acceptance hereof, acknowledges that the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of any shares of Common Stock to be issued upon exercise hereof, except under circumstances that will not result in a violation of the Securities Laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, and subject to the applicability of the Registration Rights Agreement between the Company and the Holder of even date herewith (the "Registration Rights Agreement"), confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.
Compliance with Securities. Laws Issuers shall at all times comply with all applicable provisions of the Securities Act, the Securities Exchange Act, and all applicable rules and regulations of the Securities Exchange Commission.
Compliance with Securities. Laws The issuance of the DSKX Common Stock to the stockholders of DMEXICO shall qualify as a private placement under Regulation S of the Securities Act and shall be exempt from registration under the federal securities laws in all states and other securities laws. Section 7.07 Consents DMEXICO shall have received copies of consents of all third parties necessary for DSKX to execute, deliver and perform this Agreement and consummate the Share Exchange.
Compliance with Securities. Exchange Act of 1934 Reporting and Other Requirements; Reports.
(a) Securities Exchange Act of 1934. The Company represents and warrants continuously that (i) the statements in paragraph (8) of the form of ADR (Available Information) attached hereto as Exhibit A or, if applicable, most recently filed with the U.S. Securities and Exchange Commission are true and correct and (ii) it is in compliance with the registration, reporting and other requirements of the Securities Exchange Act of 1934. These representations and warranties of the Company shall survive the date of the Deposit Agreement. The Company hereby covenants and agrees to publish and file all reports, and to take all other actions, necessary and/or required to remain in compliance with the requirements of the Securities Exchange Act of 1934, as and when required. The Company agrees to notify the Depositary promptly in the event of any change in the truth or accuracy of, or noncompliance with, any of the representations, warranties, covenants and agreements contained in this Section 13(a) and paragraph (8) of the form of ADR (Available Information).
Compliance with Securities. LAWS -------------------------------
11.1 Limitation on Disposition of Shares.....................................................................38 11.2 Legend..................................................................................................38
