Current FEFTA Status Sample Clauses

Current FEFTA Status. The Company hereby represents and warrants to the Depositary that none of (i) the Company, (ii) its subsidiaries formed under Japanese law or having primary place of business in Japan, and (iii) any other entities with respect to which the Company and its subsidiaries collectively hold 50% or more of voting rights (collectively, the “FEFTA Covered Entities”) has conducted, conducts, or has any plans to conduct, any FEFTA Designated Business, that would require a Foreign Investor to submit a notification to the Minister of Finance and any minister having jurisdiction over any business of the Company prior to its “inward direct investment, etc.” (tainai chokusetsu toushi tou) or “specific acquisition (tokutei shutoku)”, each as defined in the FEFTA, relating to the Company pursuant to Article 27, Paragraph 1 of FEFTA or Article 28, Paragraph 1 of FEFTA (each, a “FEFTA Pre-Notification”).
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Current FEFTA Status. The Company hereby represents and warrants to the Depositary that none of (i) the Company, (ii) its subsidiaries formed under Japanese law or having primary place of business in Japan, and (iii) any other entities with respect to which the Issuer and its subsidiaries collectively hold 50% or more of voting rights (collectively, the “FEFTA Covered Entities”) has conducted, conducts, or has any plans to conduct, any business (the “FEFTA Designated Business”) which would require a “foreign investor” (gaikoku xxxxxxx), as defined in the FEFTA, to submit a notification to the Minister of Finance and any minister having jurisdiction over any business of the Company prior to its “inward direct investment, etc.” (tainai chokusetsu toshi tou) or “specific acquisition (tokutei shutoku)”, each as defined in the FEFTA, relating to the Company pursuant to Article 27, Paragraph 1 of FEFTA or Article 28, Paragraph 1 of FEFTA (each, a “FEFTA Pre-Notification”).
Sample 1

Related to Current FEFTA Status

  • WKSI Status (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption in Rule 163, and (D) at the Execution Time (with such date being used as the determination date for purposes of this clause (D)), the Company was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405.

  • Shell Status The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s counsel.

  • ERISA Status With respect to the initial advance to such Qualified Borrower only, either (i) a favorable written opinion of counsel to such Qualified Borrower, addressed to the Secured Parties, reasonably acceptable to the Administrative Agent and its counsel, regarding the status of such Qualified Borrower as an Operating Company (or a copy of such opinion addressed to the Investors, reasonably acceptable to the Administrative Agent and its counsel, together with a reliance letter with respect thereto, addressed to the Secured Parties); or (ii) a certificate, addressed to the Secured Parties, signed by a Responsible Officer of such Qualified Borrower that the underlying assets of such Qualified Borrower do not constitute Plan Assets because less than 25% of the total value of each class of equity interests in such Qualified Borrower is held by “benefit plan investors” within the meaning of Section 3(42) of ERISA which shall be substantially in the form of the ERISA 25% Certificate;

  • Shell Company Status The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).

  • Reporting Company Status The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary other than those jurisdictions in which the failure to so qualify would not have a material and adverse effect on the business, operations, properties, prospects or condition (financial or otherwise) of the Company. The Company has registered its Common Stock pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

  • At-Will Status Notwithstanding any provision of this Agreement, Executive is employed at-will, such that Executive or the Bank may terminate Executive’s employment at any time, with or without notice, for any or no reason.

  • Emerging Growth Company Status The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Public Securities within the meaning of the Securities Act and (ii) fifteen (15) days following the completion of the Lock-Up Period.

  • Investor Status At the time such Investor was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises Warrants it will be, an “accredited investor” as defined in Rule 501(a) under the Securities Act. Such Investor is not a registered broker-dealer under Section 15 of the Exchange Act.

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