Registration Exemptions Sample Clauses
Registration Exemptions. Holder understands that this Warrant and the Shares issued upon exercise of this Warrant and any securities such Shares may be convertible or exchangeable into have not been registered with the Securities and Exchange Commission of the United States or the securities commission of any state or any securities authority in any Province or Territory in Canada by reason of their issuance in a transaction either: (i) exempt from the registration requirements of the Act pursuant to Section 4(2) thereof or Rule 506 promulgated thereunder; or (ii) not subject to the registration requirements of the Act pursuant to Regulation S, nor have they been qualified by a prospectus under the laws of any province or territory of Canada and, accordingly, are subject to resale restrictions and may not be offered or sold except pursuant to an effective registration statement under the Act or receipted final prospectus under provincial or territorial laws unless offered or sold pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Act or the prospectus or other requirements of the laws of the applicable province or territory and in accordance with applicable state, provincial and territorial securities laws. In addition, Xxxxxx represents that it is familiar with Rule 144 promulgated pursuant to the Act and understands the resale limitations imposed hereby and by the Act. Holder understands that no public market presently exists for any securities of the Company, and there can be no assurance that any such market will be created.
Registration Exemptions. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which at any time permit the sale of the Registrable Securities to the public without registration, so long as any Holder still owns Registrable Securities, the Company shall use its commercially reasonable efforts to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144, at all times;
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and
(c) so long as a Holder owns any Registrable Securities, furnish to such Holder, upon any reasonable request, a written statement by the Company as to its compliance with clauses (a) and (b) of this Section 6.8, a copy of the most recent annual report of the Company, and such other reports and documents of the Company as such Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration.
Registration Exemptions. Holder understands that this Warrant and the Shares issued upon exercise of this Warrant have not been registered under the Act or with the securities commission of any state by reason of their issuance in a transaction exempt from the registration requirements of the Act pursuant to Section 4(a)(2) thereof or Rule 506 promulgated thereunder; and, accordingly, are subject to resale restrictions and may not be offered or sold except pursuant to an effective registration statement under the Act, or in a transaction not subject to the registration requirements of the Act. In addition, Xxxxxx represents that it is familiar with Rule 144 promulgated pursuant to the Act and understands the resale limitations imposed hereby and by the Act.
Registration Exemptions. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Act, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13(a) and 15(d) of the Exchange Act and the rules and regulations adopted by the Commission thereunder.
Registration Exemptions. As explained in the rule proposal, the Commission believes that it can provide clarity to its registration requirements under part 30 by specifically addressing, in Rule 30.4, when registration by an FFOB is not required. Thus, the Commission has amended Rule 30.4(a) * * * * * Issued in Washington, DC, on August 5, 2004, by the Commission. [FR Doc. 04–18349 Filed 8–11–04; 8:45 am] AGENCY: Commodity Futures Trading Commission.
Registration Exemptions. Notwithstanding Sections 1.2 and 1.3 above, the Company shall not be obligated to take any action to effect any such registration, qualification or compliance:
1.6.1. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.
1.6.2. If the Company has already effected a registration pursuant to Sections 1.2 and/or 1.3 request of the Holder(s) within twelve (12) months prior to the current requested registration pursuant to Sections 1.2 and or 1.3 above, and such registration has been declared or ordered effective.
1.6.3. If, in the opinion of counsel satisfactory to the Company and the respective Holders, the sale of the Registrable Securities owned by such Holders, may then be made in a transaction exempted from the registration and prospectus delivery requirements of the Securities Act and from the comparable requirements of the applicable state securities laws so that any transfer restrictions may be removed upon the consummation of such sale. Any and/or all of the Kadima Holders then seeking to effect registration and for which Kadima shall at the time still hold Registrable Securities in trust, shall be treated as one block of Holders of Registrable Securities for the purpose of this exemption.
Registration Exemptions. For so long as the REIT and the ----------------------- OPCO are subject to the reporting requirements of Section 13 or 15 of the Exchange Act, the REIT and the OPCO covenant that they will file the reports required to be filed by them under the Securities Act and Section 13(a) and 15(d) of the Exchange Act and the rules and regulations adopted by the Commission thereunder.
Registration Exemptions. The Holder understands that this Warrant and the Shares issued upon exercise of this Warrant have not been and will not be registered under the U.S. Securities Act or with the securities commission of any state by reason of their issuance in a transaction that is or will be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 4(a)(2) thereof, nor have they been qualified by a prospectus under the laws of any province or territory of Canada and, accordingly, are subject to resale restrictions and may not be offered or sold except pursuant to an effective registration statement under the U.S. Securities Act or a receipted final prospectus under provincial or territorial laws unless offered or sold pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act or the prospectus or other requirements of the laws of the applicable province or territory and in accordance with applicable state, provincial and territorial securities laws. In addition, the Holder represents that it is familiar with Rule 144 promulgated pursuant to the U.S. Securities Act and understands the resale limitations imposed hereby and by the U.S. Securities Act.
Registration Exemptions. Holder understands that this Warrant and the Shares issued upon exercise of this Warrant may not have been registered under the Act or with the securities commission of any state by reason of their issuance in a transaction either: (i) exempt from the registration requirements of the Act pursuant to Section 4(a)(2) thereof or Rule 506 promulgated thereunder; or (ii) not subject to the registration requirements of the Act pursuant to Regulation S, and, accordingly, are subject to resale restrictions and may not be offered or sold except pursuant to an effective registration statement under the Act unless offered or sold pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Act and in accordance with applicable US state securities laws. In addition, Hxxxxx represents that it is familiar with Rule 144 promulgated pursuant to the Act and understands the resale limitations imposed hereby and by the Act.
Registration Exemptions. The Purchaser acknowledges and agrees that the sale and delivery of the Unit is conditional upon such sale being exempt from the requirement to file a registration statement or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a registration statement. The Purchaser acknowledges and agrees that the Corporation may be required to provide applicable securities regulatory authorities with a list setting forth the identity of the beneficial purchaser of the Unit and to certify as to the Purchaser's status as an accredited investor as defined in Regulation D.