Offshore Transaction; Hedging; Resale Sample Clauses

Offshore Transaction; Hedging; Resale. As a non “U.S. Person” within the meaning of Regulation S under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Stockholder represents that it offered to acquire the Exchange Shares hereunder while such Stockholder was outside of the United States. The Stockholder agrees not to engage in hedging transactions with regard to the MFG capital stock it will acquire hereunder, other than in compliance with the Exchange Act. Further, the Stockholder understands and agrees that if any resale or other transfer of such MFG capital stock is made prior to the one year anniversary of the Closing, such Stockholder (or anyone acting on its behalf) shall require the following: (a) that the transferee (the “Transferee”) certify (i) that such Transferee is not a “U.S. Person” within the meaning of regulation S, and is not acquiring the MFG capital stock for the account or benefit of a “U.S. Person,” or (ii) that such Transferee is a “U.S. Person” who purchased the MFG capital stock in a transaction that did not require registration under the Securities Act or any other applicable Law; (b) that the transferee agrees to resell the MFG capital stock only in accordance with Regulation S, pursuant to registration under the Securities Act or other applicable Law, or pursuant to an available exemption from such registration, and agrees not to engage in hedging transactions with regard to such MFG capital stock, other than in compliance with the Securities Act and other applicable Law; and (c) that the Exchange Shares shall bear the legends set forth in Section 3.4.
Sample 1
AutoNDA by SimpleDocs
Offshore Transaction; Hedging; Resale. If the SCI Stockholder is not a “U.S. Person” within the meaning of Regulation S under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such SCI Stockholder represents that he offered to acquire the Exchange Shares hereunder while such SCI Stockholder was outside of the United States. Such SCI Stockholder agrees not to engage in hedging transactions with regard to the Royce capital stock he will acquire hereunder, other than in compliance with the Exchange Act. Further, such SCI Stockholder understands and agrees that if any resale or other transfer of such Royce capital stock is made prior to the one year anniversary of the Closing, such SCI Stockholder (or anyone acting on his behalf) shall require the following: (a) that the transferee (the “Transferee”) certify (i) that such Transferee is not a “U.S. Person” within the meaning of Regulation S, and is not acquiring the Royce capital stock for the account or benefit of a “U.S. Person,” or (ii) that such Transferee is a “U.S. Person” who purchased the Royce capital stock in a transaction that did not require registration under the Securities Act or any other applicable Law; (b) that the Transferee agrees to resell the Royce capital stock only in accordance with Regulation S, pursuant to registration under the Securities Act or other applicable Law, or pursuant to an available exemption from such registration, and agrees not to engage in hedging transactions with regard to such Royce capital stock, other than in compliance with the Securities Act and other applicable Law; and (c) that the Exchange Shares shall bear the legends set forth in Section 3.4.
Sample 1

Related to Offshore Transaction; Hedging; Resale

  • Offshore Transaction The Purchaser has been advised and acknowledges that in issuing the Purchased Shares to the Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. The Purchaser is acquiring the Purchased Shares in an offshore transaction in reliance upon the exemption from registration provided by Regulation S.

  • Hedging Transactions The Borrower will not, and will not permit any of the Subsidiaries to, enter into any Hedging Transaction, other than Hedging Transactions entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities. Solely for the avoidance of doubt, the Borrower acknowledges that a Hedging Transaction entered into for speculative purposes or of a speculative nature (which shall be deemed to include any Hedging Transaction under which the Borrower or any of the Subsidiaries is or may become obliged to make any payment (i) in connection with the purchase by any third party of any common stock or any Indebtedness or (ii) as a result of changes in the market value of any common stock or any Indebtedness) is not a Hedging Transaction entered into in the ordinary course of business to hedge or mitigate risks.

  • Limitation on Short Sales and Hedging Transactions The Buyer agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11(k), the Buyer and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Section 242.200 of Regulation SHO of the 0000 Xxx) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

  • Rule 904 Transfers If the transfer is being effected in accordance with Rule 904:

  • Prohibition of Short Sales and Hedging Transactions The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

  • Registration Requirements The Company shall use its reasonable best efforts to effect the registration of the resale of the Registrable Securities (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the resale of all the Registrable Securities in the manner (including manner of sale) and in all states reasonably requested by the Holder. Such reasonable best efforts by the Company shall include, without limitation, the following:

  • Rule 144A Each of the Company and the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.

  • Compliance with Registration Requirements; No Stop Order; No Objection from the FINRA Each Prospectus Supplement (in accordance with Rule 424(b)) and “free writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall have been duly filed with the Commission, as appropriate; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no order preventing or suspending the use of any Prospectus Supplement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no order having the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company shall have been issued by any securities commission, securities regulatory authority or stock exchange and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory authority or stock exchange; all requests for additional information on the part of the Commission shall have been complied with; and the FINRA shall have raised no objection to the fairness and reasonableness of the placement terms and arrangements.

  • Exemption from Registration; Valid Issuances The sale and issuance of the Shares, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to any applicable federal or state law. When issued and paid for as herein provided, the Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Shares pursuant to, nor the Company's performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Shares or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Shares shall not subject the undersigned to personal liability by reason of the ownership thereof.

  • Compliance with Securities Act; Reliance on Exemptions Such Purchaser understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. Such Purchaser understands and agrees that the Securities are being offered and sold to such Purchaser in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.

Time is Money Join Law Insider Premium to draft better contracts faster.