Future FEFTA Status Sample Clauses

Future FEFTA Status. The Company agrees to notify the Depositary promptly in writing if (i) the Company or any of the other FEFTA Covered Entities intends to engage in, or acquire through business transfer, merger, demerger or otherwise, any FEFTA Designated Business, or (ii) any FEFTA Covered Entity intends to conduct any other action that would require either (x) the Depositary to submit a FEFTA Pre-Notification prior to accepting Shares for deposit, or (y) any Holder or Beneficial Owner that is a Foreign Investor to submit a FEFTA Pre-Notification prior to withdrawing Shares upon cancellation of ADSs. The Company shall not take, and shall cause each of the other FEFTA Covered Entities not to take, any action requiring notice under the preceding sentence unless or until the relevant FEFTA Pre-Notification has been submitted to the Minister of Finance and any minister having jurisdiction over any business of the Company, and Satisfactory Expiration of the FEFTA Statutory Waiting Period (as defined below).
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Related to Future 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.

  • 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;

  • PFIC Status The Company was not a “passive foreign investment company” (“PFIC”) as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the “Code”), for its most recently completed taxable year and, based on the Company’s current projected income, assets and activities, the Company does not expect to be classified as a PFIC for any subsequent taxable year.

  • Non-Foreign Status Seller is not a “foreign person” as that term is defined in the Code and the regulations promulgated pursuant thereto.

  • Foreign Status If the Authorized Participant is offering and selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified, or a member of FINRA as set forth in the preceding paragraph, the Authorized Participant nevertheless agrees to observe the applicable laws of the jurisdiction in which such offer and/or sale is made and to conduct its business in accordance with the FINRA Conduct Rules, to the extent the foregoing relates to the Authorized Participant’s transactions in, and activities with respect to, Shares.

  • Accredited Investor Status The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

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