Not an Offering Corporation Sample Clauses

Not an Offering Corporation. The Target is not offering, nor has it offered, any of the Target Securities to the public within the meaning of Applicable Securities Laws and is not a reporting issuer thereunder. There is no published market in respect of the Target Securities in any jurisdiction.
Sample 1
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Not an Offering Corporation. Prismic is not offering, nor has it offered, any of the Prismic Securities to the public within the meaning of Applicable Securities Laws and is not a reporting issuer thereunder. To the knowledge of Prismic or any Majority Shareholder, there is no published market in respect of the Prismic Securities in any jurisdiction.
Sample 1
Not an Offering Corporation. The Target is not offering, nor has it offered, any of the Target Securities to the public within the meaning of Applicable Securities Laws and is not a reporting issuer thereunder. There is no published market in respect of the Target Securities in any jurisdiction. The number of securityholders of the “securities” of the Target (as that term is defined in the Securities Act) at the commencement of the bid to acquire such “securities” of the Target by the Purchaser is not more than 50, exclusive of securityholders who (i) are in the employment of the Target or an affiliate of the Target (as contemplated in National Instrument 62- 104 Take-Over Bids and Issuer Bids of the Canadian Securities Administrators), or (ii) were formerly in the employment of the Target or in the employment of an entity that was an affiliate of the Target (as contemplated in National Instrument 62-104 Take-Over Bids and Issuer Bids of the Canadian Securities Administrators) at the time of that employment, and who while in that employment were, and have continued after that employment to be, securityholders of the Target.
Sample 1

Related to Not an Offering Corporation

  • Not an Offer Seller’s delivery of unsigned copies of this Agreement is solely for the purpose of review by the party to whom delivered, and neither the delivery nor any prior communications between the parties, whether oral or written, will in any way be construed as an offer by Seller, nor in any way imply that Seller is under any obligation to enter the transaction which is the subject of this Agreement. The signing of this Agreement by Buyer constitutes an offer which will not be deemed accepted by Seller unless and until Seller has signed this Agreement and delivered a duplicate original to Buyer.

  • Not a Public Offering If you are resident outside the U.S., the grant of the Restricted Stock Units is not intended to be a public offering of securities in your country of residence (or country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Restricted Stock Units is not subject to the supervision of the local securities authorities.

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • Offering If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

  • Participation in Public Offering No Shareholder may participate in any Public Offering hereunder unless such Shareholder (a) agrees to sell such Shareholder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

  • Not an Affiliate The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the Company or any “Affiliate” of the Company (as that term is defined in Rule 405 of the Securities Act).

  • No Public Offering No "offer of securities to the public," within the meaning of Spanish law, has taken place or will take place in the Spanish territory in connection with the Restricted Stock Units. The Plan, the Agreement (including this Addendum) and any other documents evidencing the grant of the Restricted Stock Units have not, nor will they be registered with the Comisión Nacional del Xxxxxxx de Valores (the Spanish securities regulator) and none of those documents constitute a public offering prospectus. SWITZERLAND

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