NO REGISTRATION, ETC Sample Clauses

NO REGISTRATION, ETC. The Purchaser acknowledges that the Corporation's offering and sale of the Shares to the Purchaser pursuant to this Agreement (i) has not been registered under the Securities Act of 1933, as amended (the "1933 Act"), or under the securities or "blue sky" laws, rules or regulations of any State (collectively, the "Securities Laws") and (ii) is intended to be exempt from registration under the 1933 Act by virtue of Section 4(2) of the 1933 Act and the provisions of Rule 506 of Regulation D promulgated thereunder by the Commission. In furtherance thereof, the Purchaser represents and warrants to the Corporation that it is an "accredited investor", as defined in Rule 501 of Regulation D promulgated under the 1933 Act. The Purchaser acknowledges that it has been afforded, prior to the execution of this Agreement, the opportunity to ask questions of, and to receive answers from, the Corporation and its management. The Shares are being purchased by Purchaser for its own account for investment and not for resale or distribution to others within the meaning of the federal Securities Laws. The Purchaser agrees that it will not transfer the Shares unless such Shares are registered under any applicable Securities Laws, or unless an exemption is available under such Securities Laws.
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NO REGISTRATION, ETC. Lender confirms that: 3.4.1 Lender understands that the Convertible Notes have not been, and the WSI Common Shares (as defined in the Convertible Notes) will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and that the Convertible Notes are being issued to Lender in a transaction that is exempt from the registration requirements of the Securities Act. 3.4.2 Lender acknowledges that (a) neither Borrower, WIN nor Satellite Company, nor any person acting on behalf of any of them, has made any representation to Lender with respect to the Loan or the issuance of the Convertible Notes and (b) any information Lender desires concerning the Convertible Note or Borrower, WIN or Satellite Company or any other matter relevant to Lender’s decision to purchase the Convertible Notes is or has been made available to Lender. 3.4.3 Lender, through Xx. Xxxxxx, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Convertible Notes. 3.4.4 Lender is an Accredited Investor as defined in Regulation D under the Securities Act. 3.4.5 Lender made the Loan and is acquiring the Convertible Notes for its own account and not with a view to any distribution of the Convertible Notes, subject, nevertheless, to the understanding that the disposition of his property will at all times be and remain within its control. 3.4.6 Lender understands that the Convertible Notes, and any WSI Common Shares issued upon conversion thereof, will bear a legend substantially to the following effect: THIS CONVERTIBLE NOTE HAS NOT BEEN, AND THE WORLDSPACE, INC. SHARES OF COMMON STOCK OBTAINABLE UPON CONVERSION HEREOF WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND THE RESTRICTIONS ON TRANSFER SET FORTH HEREIN AND IN THE LOAN AGREEMENT DATED AS OF SEPTEMBER 21, 2002. 3.4.7 Lender agrees that in the event that at some future time Lender wishes to transfer the any Convertible Note or any of the WSI Common Shares issued upon conversion thereof, Lender will not do so unless ten (10) days prior to any such proposed transfer Lender gives written notice to Borrower of such intention to effect such tr...
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NO REGISTRATION, ETC. There is no legal requirement under Guernsey law, in order to ensure the legality, validity, enforceability or admissibility in evidence in a Guernsey court of any Document that such document be notarised, filed, recorded, registered or enrolled with any court or authority in Guernsey (save that filing or court fees may be payable to enable the documents to be admitted in evidence).
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NO REGISTRATION, ETC. Yenura confirms that:
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NO REGISTRATION, ETC. Buyer confirms that:
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NO REGISTRATION, ETC. Lender understands that (i) none of the Securities have been registered under the Securities Act or registered or qualified under any state securities law; (ii) none of the Securities may be sold or otherwise transferred without either (A) registration under the Securities Act and registration and/or qualification under applicable state securities laws, or (B) an exemption therefrom; (iii) except as provided in this Agreement, Borrower will have no obligation to register any of the Securities under the Securities Act or to register or qualify any of the Securities under any state securities law, and Lender will not have any right of any kind to require Borrower to register any of the Securities under the Securities Act or to register or qualify any of the Securities under any state securities laws.
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Related to NO REGISTRATION, ETC

  • No Registration Each Lender agrees that, without the prior written consent of the Borrower and the Administrative Agent, it will not make any assignment hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan or Note under the Securities Act or any other securities laws of the United States of America or of any other jurisdiction.

  • Registration, etc Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

  • No Registration Rights No person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Securities.

  • No Registration Required Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

  • SEC Registration The Parties mutually agree to use commercially reasonable efforts to maintain effective registration statements with the Securities and Exchange Commission with respect to the long-term incentive awards to the extent any such registration statement is required by applicable Law.

  • NO REGISTRATION AS A DEALER The Investor is not and will not be required to be registered as a "dealer" under the 1934 Act, either as a result of its execution and performance of its obligations under this Agreement or otherwise.

  • Registration of Registrable Securities The Company will file with the Commission, within 30 days following the date hereof, a Registration Statement on Form S-3 (the "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the Warrants. The Company will use its best efforts to cause the Registration Statement to become effective within (i) 90 days of the Date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

  • Registration The terms “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement.

  • Registration of Contractor All contractors and subcontractors must comply with the requirements of Labor Code Section 1771.1(a), pertaining to registration of contractors pursuant to Section 1725.5. Bids cannot be accepted from unregistered contractors except as provided in Section 1771.1. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. After award of the contract, Contractor and each Subcontractor shall furnish electronic payroll records directly to the Labor Commissioner in the manner specified in Labor Code Section 1771.4.

  • NERC Registration The NTO shall register or enter into agreement with a NERC registered entity for all required NERC functions applicable to the NTO, that may include, without limitation, those functions designated by NERC to be: “Transmission Owner” and “Transmission Planner” and “Transmission Operator.” The Parties agree to negotiate in good faith the compliance obligations for the NERC functions applicable to, and to be performed by, each Party with respect to the NTO’s facilities. Notwithstanding the foregoing, the ISO shall register for the “Transmission Operator” function for all NTO Transmission Facilities under ISO Operational Control identified in Appendix A-1 of this Agreement.

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