Incidental Qualification Sample Clauses

Incidental Qualification. If ConSil at any time proposes to prepare and file a prospectus under any of the applicable securities legislation of any of the provinces of Canada, as amended (collectively, the "Securities Acts") for a distribution of shares of its Common Stock, whether or not for sale for its own account, ConSil will give prompt written notice to Hecla of its intention to do so, describing such proposed distribution. Upon the written request of Hecla delivered to ConSil within twenty (20) days after the giving of any such notice (which request shall specify the shares intended to be disposed of by Hecla and Hecla's intended method of disposition (if not an underwritten offering), ConSil will use its reasonable best efforts to effect the qualification under the Securities Acts of the Provinces of Canada in which ConSil proposes to make its distribution of the distribution of all shares which ConSil has been so requested by Hecla to qualify. If the distribution contemplated by ConSil is to be made by or through one or more underwriters, ConSil shall cause the managing underwriter to include the shares proposed to be included therein to be included on the same terms and conditions as any similar securities, if any, of ConSil included therein. Hecla shall enter into the same underwriting agreement as shall ConSil and the other selling security holders, if any, provided that such underwriting agreement
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Incidental Qualification. If, at any time, the Company proposes to qualify for distribution any equity securities of the Company by way of prospectus under any Applicable Securities Laws of any province or territory in Canada or federally, if applicable (for the purposes of this Section 2, the "Qualification Provinces"), or any other jurisdiction in Canada in which securities of the Company may be qualified (including, without limitation, securities distributed from treasury by the Company or distributed by way of secondary offering by any other shareholder), the Company will serve written notice (a "Notice") of such proposed distribution on each Investor prior to the anticipated date of filing of a preliminary prospectus under such Applicable Securities Laws. A Notice shall include reasonable details of such proposed distribution. Subject to the restrictions and in accordance with the procedures set forth below, the Company will use its reasonable best efforts to include in any such distribution to which a Notice relates, all Qualifiable Shares with respect to which the Company has received from an Investor a written request for inclusion therein within: (i) two (2) Business Days following receipt of the Notice in respect of a "bought deal" financing pursuant to National Instrument 44-101 Short Form Prospectus Distributions of the Canadian Securities Administrators ("NI 44-101") or any successor thereto; and (ii) ten (10) days, in any other case, provided that:
Incidental Qualification 

Related to Incidental Qualification

  • Tax Qualification Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service and nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination.

  • State Blue Sky Qualification At your request, the Fund will take such steps as may be necessary and feasible to qualify Shares for sale in states, territories or dependencies of the United States, the District of Columbia, the Commonwealth of Puerto Rico and in foreign countries, in accordance with the laws thereof, and to renew or extend any such qualification; provided, however, that the Fund shall not be required to qualify shares or to maintain the qualification of shares in any jurisdiction where it shall deem such qualification disadvantageous to the Fund.

  • FCC Qualifications Section 7.04

  • Blue Sky Qualification The purchase of Units under this Subscription Agreement is expressly conditioned upon the exemption from qualification of the offer and sale of the Units from applicable federal and state securities laws. The Company shall not be required to qualify this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the Company shall be released from any and all obligations to maintain its offer, and may rescind any sale contracted, in the jurisdiction.

  • Nasdaq Qualification The Shares to be issued shall be duly authorized for listing by Nasdaq, subject to official notice of issuance, to the extent required by the rules of Nasdaq.

  • Blue Sky Qualifications The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

  • Organization; Qualification The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Company.

  • Foreign Qualification Prior to the Company’s conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.

  • Organization, Qualification, Etc Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. The copies of Acquiror's Articles of Association and Bylaws and Sub's articles of incorporation and bylaws which have been delivered to Target are complete and correct and in full force and effect on the date hereof. Each of Acquiror's Significant Subsidiaries (as defined in Section 9.11) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. All the outstanding shares of capital stock of, or other ownership interests in, Acquiror's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by Acquiror, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2.

  • Organization, Good Standing and Due Qualification The Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and has the power and all licenses necessary to own its assets and to transact the business in which it is engaged and is duly qualified and in good standing under the laws of each jurisdiction where the transaction of such business or its ownership of the Loan Assets and the Collateral Portfolio requires such qualification.

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