NO SALE IN VIOLATION OF THE ACT Sample Clauses

NO SALE IN VIOLATION OF THE ACT. Each Purchaser further covenants that it will not make any sale, transfer or other disposition of the Securities in violation of the Act or the rules and regulations of the Commission promulgated thereunder. Each Purchaser acknowledges and agrees that the Securities may and will only be resold (i) pursuant to a Registration Statement under the Act; or (ii) pursuant to an exemption from registration under the Act.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
NO SALE IN VIOLATION OF THE ACT. Each Subscriber further covenants ------------------------------- that it will not make any sale, transfer or other disposition of the Securities in violation of the Act (including Regulation S) or the rules and regulations of the Commission promulgated thereunder. Each Subscriber acknowledges and agrees that the Securities may and will only be resold (a) in compliance with Regulation S; (b) pursuant to a Registration Statement under the Act; or (c) pursuant to an exemption from registration under the Act.
Sample 1
NO SALE IN VIOLATION OF THE ACT. Subscriber further covenants that he or she will not make any sale, transfer or other disposition of the Debentures or the Common Shares in violation of the Act (including Regulation S), the Securities and Exchange Act of 1934, as amended (the "Exchange Act") or the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder or any other applicable law.
Sample 1
NO SALE IN VIOLATION OF THE ACT. The Subscriber further covenants that the Subscriber will not make any sale, transfer or other disposition of the Units in violation of the Act (including Regulation S), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder.
Sample 1
NO SALE IN VIOLATION OF THE ACT. The Holder further covenants that he ------------------------------- or she will not make any sale, transfer or other disposition of the Warrants or the Warrant Shares in violation of the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") or the rules and regulations of the Securities Exchange Commission (the "Commission") promulgated thereunder.
Sample 1

Related to NO SALE IN VIOLATION OF THE ACT

  • Transfers in Violation of Agreement Any Transfer or attempted Transfer of any Stockholder Shares in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Stockholder Shares as the owner of such shares for any purpose.

  • Compliance with Investment Company Act The business and other activities of the Borrower and its Subsidiaries, including the making of the Loans hereunder, the application of the proceeds and repayment thereof by the Borrower and the consummation of the Transactions contemplated by the Loan Documents do not result in a violation or breach in any material respect of the provisions of the Investment Company Act or any rules, regulations or orders issued by the Securities and Exchange Commission thereunder, in each case that are applicable to the Borrower and its Subsidiaries.

  • No Breach or Violation Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Warrant Agreement, the Securities Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, Administrative Services Agreement, or the Insider Letter will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the Amended and Restated Certificate of Incorporation, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties; except in the case of clauses (ii) and (iii) above for any such conflict, breach or violation that would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company, taken as a whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”) and that would not, individually or in the aggregate, have a Material Adverse Effect on the ability of the Underwriters to consummate the transactions contemplated by this Agreement.

  • of the Act The Company will comply with the Act, the Rules and Regulations and the Securities Exchange Act of 1934 and the rules and regulations thereunder in connection with the offering and issuance of the Units.

  • No Investment Company; Margin Regulation Become or be controlled by an “investment company,” within the meaning of the Investment Company Act of 1940, or become principally engaged in, or undertake as one of its important activities, the business of extending credit for the purpose of purchasing or carrying margin stock, or use the proceeds of any Credit Extension for such purpose.

  • No Stabilization or Manipulation; Compliance with Regulation M The Company will not take, and will ensure that no affiliate of the Company will take, directly or indirectly, any action designed to or that might cause or result in stabilization or manipulation of the price of the Shares or any reference security with respect to the Shares, whether to facilitate the sale or resale of the Offered Shares or otherwise, and the Company will, and shall cause each of its affiliates to, comply with all applicable provisions of Regulation M.

  • Violation The Asset Representations Reviewer agrees that a violation of this Agreement may cause irreparable injury to the Issuer and the Servicer and the Issuer and the Servicer may seek injunctive relief in addition to legal remedies. If an action is initiated by the Issuer or the Servicer to enforce this Section 4.08, the prevailing party will be reimbursed for its fees and expenses, including reasonable attorney’s fees, incurred for the enforcement.

  • COMPLIANCE WITH THE ACT All matters related to the operations of the Company not specifically addressed herein must be addressed in accordance with the Act. The Company must comply with all other provisions of the Act in order to stay compliant with the law.

  • No Violation of Law Neither the Borrower nor any of its Subsidiaries is in violation of any law, statute, regulation, ordinance, judgment, order, or decree applicable to it which violation could reasonably be expected to have a Material Adverse Effect.

  • Investment Company Act Margin Regulations (a) No Loan Party is engaged or will be engaged, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. None of the proceeds of the Borrowings shall be used directly or indirectly for the purpose of purchasing or carrying any margin stock, for the purpose of reducing or retiring any Indebtedness that was originally incurred to purchase or carry any margin stock or for any other purpose that might cause any of the Credit Extensions to be considered a “purpose credit” within the meaning of Regulations T, U, or X issued by the FRB. (b) None of the Loan Parties, any Person Controlling any Loan Party, or any Subsidiary is required to be registered as an “investment company” under the Investment Company Act of 1940.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!