Federal Securities Law Sample Clauses

Federal Securities Law. Notwithstanding any other provision of the Plan, no transaction shall be given effect on any date which would, in the opinion of counsel to the Company, result in liability under Section 16(b) of the Act.
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Federal Securities Law. In order to enable the Company to determine whether the sale of the Series B Shares is exempt from registration under the Act, such Purchaser represents that it is an Accredited Investor (as defined in Schedule 4.1.3 hereof), has completed truthfully the appropriate items in the Confidential Statement of Investor Suitability attached as Exhibit C hereto, and is acquiring the Series B Shares for its own account, for investment, and not with a view to, or for sale in connection with, any distribution thereof.
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Federal Securities Law. In order to enable the Company to determine whether the sale of the Series M Shares is exempt from registration under the Act, such Purchaser represents that it is an Accredited Investor (as defined in Schedule 4.1.3 hereof) and is acquiring the Series M Shares for its own account, for investment, and not with a view to, or for sale in connection with, any distribution thereof.
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Federal Securities Law. The Company intends that the provisions of this Article XI, and all transactions effected in accordance with this Article XI, shall comply with Rule 16b-3 under the Act. In the event that any provision of this Article XI is not necessary to so comply or any additional provision is necessary to obtain or maintain such compliance, the Committee is authorized to revise the Plan accordingly without obtaining approval of the stockholders of Xxxxxx-Xxxxxxx. By way of illustration, and not limitation, the Committee may bifurcate the provisions of this Article XI, and such other provisions as it shall deem necessary, into a separate plan (which plan shall be recognized as having received approval of the stockholders of Xxxxxx-Xxxxxxx), if the Committee shall deem such action necessary to maintain qualification of Article XI (and transactions thereunder) under Rule 16b-3(d) under the Act and the qualification of the provisions of the Plan affecting Employees (and transactions thereunder) under Rule 16b-3 under the Act.
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Federal Securities Law. Promptly notify Agent in writing if Holdings, any Loan Party or any of their respective Subsidiaries (i) is required to file periodic reports under the Exchange Act or any similar Applicable Law in any applicable jurisdiction, (ii) registers any securities under the Exchange Act or any similar Applicable Law in any applicable jurisdiction or (iii) files a registration statement under the Securities Act or any similar Applicable Law in any applicable jurisdiction.
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Federal Securities Law. FCEI and AAPH understand that the certificates for common stock to be issued to them will be restricted from transfer, that the securities are not freely tradeable and might be required to be held by them indefinitely or until such time, if any, as such securities are either registered under the Securities Act of 1933, as amended, (the "Act") or transfers may be made pursuant to an exemption from registration as is accorded by the Act or the rules and regulations promulgated thereunder. The stock certificates to be issued to the shareholders shall carry an appropriate legend to be printed on the form of the certificates to ensure that the transfer, distribution and any proposed sale or subsequent distribution of any such securities is not in violation of the Act or the terms thereof. 36 15.2.
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Federal Securities Law. (a) The Officers and Directors of CRA-Z understand that the certificates for common stock to be issued to its securities holders may be restricted from transfer, that the securities may not be freely tradeable and might be held by each stockholder indefinitely or until such time, if any, such securities are either registered under the Securities Act of 1933 as amended (the "Act"), or transfers may be made pursuant to an exemption from such registration as is accorded by the Act or the rules and regulations promulgated thereunder. The restricted stock certificates to be issued to all CRA-Z stockholders shall carry an appropriate legend to be printed on the form of the certificates to ensure that the transfer distribution and any proposed sale or subsequent distribution of any of such securities is not in violation of the Act or the terms thereof.
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Federal Securities Law 
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Related to Federal Securities Law

  • Federal Securities Laws Promptly notify Agent in writing if any Borrower or any of its Subsidiaries (i) is required to file periodic reports under the Exchange Act, (ii) registers any securities under the Exchange Act or (iii) files a registration statement under the Securities Act.

  • Securities Law Executive has not been found in a civil action by the Securities and Exchange Commission, Commodity Futures Trading Commission, a state securities authority or any other regulatory agency to have violated any federal, state or other securities or commodities law.

  • APPLICABILITY OF FEDERAL SECURITIES LAWS This Agreement shall be interpreted in accordance with the laws of the State of Texas and applicable federal securities laws and regulations, including definitions therein and such exemptions as may be granted to VALIC or the SUB-ADVISER by the Securities and Exchange Commission or such interpretive positions as may be taken by the Commission or its staff. To the extent that the applicable law of the State of Texas, or any of the provisions herein, conflict with applicable provisions of the federal securities laws, the latter shall control.

  • U.S. Securities Laws The Trustee acknowledges that the Notes have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold within the United States, except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

  • 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.

  • Securities Laws Upon the acquisition of any Shares pursuant to the exercise of the Option, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.

  • Securities Law Exemptions Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 1(b) (including Annex C hereto) and their compliance with their agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act.

  • Federal Securities Act Representations The STOCKHOLDERS acknowledge that the shares of URSI Stock to be delivered to the STOCKHOLDERS pursuant to this Agreement have not been and will not be registered under the Act and therefore may not be resold without compliance with the Act. The URSI Stock to be acquired by such STOCKHOLDERS pursuant to this Agreement is being acquired solely for their own respective accounts, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution.

  • Securities Law Exemption Assuming the truth and accuracy of each Investor’s representations set forth in this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

  • Compliance with Securities Law Notwithstanding any provision of this Agreement to the contrary, the issuance of Stock (including Restricted Shares) will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No Stock will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, Stock will not be issued hereunder unless (a) a registration statement under the Securities Act of 1933, as amended (the “Act”), is at the time of issuance in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock available for issuance.

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