No State Registration Sample Clauses

No State Registration. The HSI Stockholder understands that the Exchange Shares are not being registered under state securities laws on the basis that the issuance thereof is exempt as an offer and sale not involving a public offering in such state. The HSI Stockholder understands that reliance on such exemptions is predicated in part on the truth and accuracy of the HSI Stockholder's representations and warranties and those of other purchasers of Exchange Shares. The undersigned covenants not to sell, transfer or otherwise dispose of an Exchange Share unless such Exchange Share has been registered under the applicable state securities laws, or an exemption from registration is available.
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No State Registration. Xxxx understands that the Shares are not being registered under state securities laws on the basis that the issuance thereof is exempt as an offer and sale not involving a public offering in such state. Xxxx understands that reliance on such exemptions is predicated in part on the truth and accuracy of Xxxx’x representations and warranties.
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No State Registration. Noteholder understands that the New Note, the Shares, and the Warrants are not being registered under state securities laws on the basis that the issuance thereof is exempt as an offer and sale not involving a public offering in such state. Noteholder understands that reliance on such exemptions is predicated in part on the truth and accuracy of Noteholder’s representations and warranties.
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No State Registration. This Agreement has not been registered under the Nebraska Uniform Securities Act or the securities laws of any other state.
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No State Registration. The InterMetro Investor understands that the Exchange Shares and Exchange Warrants are not being registered under state securities laws on the basis that the issuance thereof is exempt as an offer and sale not involving a public offering in such state. The InterMetro Investor understands that reliance on such exemptions is predicated in part on the truth and accuracy of the InterMetro Investor’s representations and warranties and those of other purchasers of Exchange Shares and Exchange Warrants. The undersigned covenants not to sell, transfer or otherwise dispose of an Exchange Share or Exchange Warrant unless such Exchange Share or Exchange Warrant has been registered under the applicable state securities laws, or an exemption from registration is available.
Sample 1
No State Registration. Purchaser understands that the Shares are not being registered under the securities laws of certain states on the basis that the issuance thereof was exempt as an offer and sale not involving a public offering in such state. Purchaser understands that reliance on such exemptions is predicated in part on the truth and accuracy of Purchaser's representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a Share unless such Share has been registered under the applicable state securities laws, or an exemption from registration is available.
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Related to No State Registration

  • State Registration Fees All fees and expenses of taking required action to permit the offer and sale of the Fund 's shares under securities laws of various states or jurisdictions, and of registration and qualification of the Fund under all other laws applicable to the Trust or its business activities (including registering the Trust as a broker-dealer, or any officer of the Trust or any person as agent or salesperson of the Trust in any state).

  • SAFE Registration Each of the incumbent Management who is a domestic resident as defined in the Circular of the State Administration of Foreign Exchange on Relevant Issues concerning Foreign Exchange Administration of Financing and Inbound Investment through Offshore Special Purpose Companies by PRC Residents (《关于境内居民通过特殊目的公司境外投融资及返程投资外汇管理有关问题的通知 》) effective as of July 4, 2014 issued by the State Administration of Foreign Exchange (国家外汇管理局, the “SAFE”) on July 4, 2014 (together with any rule or regulation interpreting or setting forth provisions for implementation of any of the foregoing, the “SAFE Circular”) has completed the registration with the competent local branch of SAFE for their respective direct holding of any equity interests in the intermediary, through which the Management holds the Management Holdco, which in turn holds equity securities of the Company, in accordance with the SAFE Circular and other applicable SAFE rules and regulations.

  • Certificate Registration Except in the event the Exercise Price is paid by means of a Cashless Exercise, the certificate for the shares as to which the Option is exercised shall be registered in the name of the Optionee, or, if applicable, in the names of the heirs of the Optionee.

  • Mortgage registration Evidence that the Mortgage has been registered against the Ship through the relevant Registry under the laws and flag of the relevant Flag State.

  • 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.

  • 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.

  • GST Registration The Seller is a registrant for the purposes of the goods and services tax provided for under the ETA under registration no. 887009744 RT 0001.

  • No Certificate; Registration; Registration of Transfer; Change of Address (a) The CVRs shall not be evidenced by a certificate or other instrument.

  • Maintaining a Registration Statement The Company shall maintain the effectiveness of any Registration Statement that has been declared effective at all times during the Commitment Period, provided, however, that if the Company has received notification pursuant to Section 2.04 that the Investor has completed resales pursuant to the Registration Statement for the full Commitment Amount, then the Company shall be under no further obligation to maintain the effectiveness of the Registration Statement. Notwithstanding anything to the contrary contained in this Agreement, the Company shall ensure that, when filed, each Registration Statement (including, without limitation, all amendments and supplements thereto) and the prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. During the Commitment Period, the Company shall notify the Investor promptly if (i) the Registration Statement shall cease to be effective under the Securities Act, (ii) the Common Shares shall cease to be authorized for listing on the Principal Market, (iii) the Common Shares cease to be registered under Section 12(b) or Section 12(g) of the Exchange Act or (iv) the Company fails to file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act.

  • Non-Registration The Shareholder understands that the shares of Parent Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein.

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