Registration Risk Sample Clauses

Registration Risk. This BIF Units may be subject to the risk of registration if: (i) the BIF Units are deemed to be equity securities; (ii) the Company has assets above $10 million; and (iii) more than 2,000 Investors participate in the Unit Distribution. As background, under Section 12(g)(1) of the Exchange Act, companies with total assets above $10,000,000 and more than 2,000 holders of record of its equity securities, or 500 holders of record of its equity securities who are not Accredited Investors, must register that class of equity securities with the SEC. With the capital raised from the Unit Sale, the Company may surpass $10,000,000 in assets. Furthermore, the BIF Unit sale may surpass 2,000 Investors, and the Company may be viewed as having more than 2,000 holders of record of its equity securities following the Unit Sale. It is possible that the BIF Units are not an equity security even if it is a security. If the above conditions (i), (ii), and (iii) are met, then the Company will have to register this Unit Sale with the SEC which may cost the Company material costs and time to perfect. If such registration takes place, much of the information regarding this Unit Sale will be available to the public.
Sample 1
AutoNDA by SimpleDocs

Related to Registration Risk

  • Registration Rights No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

  • NERC Registration If and to the extent any of the NTO’s facilities are NERC jurisdictional facilities, the ISO will register for certain NERC functions applicable to those NTO facilities. Such functions may include, without limitation, those functions designated by NERC to be “Reliability Coordinator” and “Balancing Authority” and “Transmission Planner” and “Planning Coordinator.” The Parties agree to negotiate in good faith the compliance obligations for the NERC functions applicable to, and to be performed by, each Party with respect to the NTO’s facilities. Notwithstanding the foregoing, the ISO shall register for the “Transmission Operator” function for all NTO Transmission Facilities under ISO Operational Control identified in Appendix A-1 of this Agreement.

  • Registration Rights Agreement The Company and the Initial Shareholders have entered into a registration rights agreement (the “Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.

  • Delay of Registration No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

  • Registration of Contractors Contractor and all subcontractors must comply with the requirements of labor code section 1771.1(a), pertaining to registration of contractors pursuant to section 1725.5. Registration and all related requirements of those sections must be maintained throughout the performance of the Contract.

  • Registration of Contractor All contractors and subcontractors must comply with the requirements of Labor Code Section 1771.1(a), pertaining to registration of contractors pursuant to Section 1725.5. Bids cannot be accepted from unregistered contractors except as provided in Section 1771.1. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. After award of the contract, Contractor and each Subcontractor shall furnish electronic payroll records directly to the Labor Commissioner in the manner specified in Labor Code Section 1771.4.

  • Registration Data Upon placing an order for Pilot Voice, and at subsequent times as requested by Pilot, Customer agrees to provide Pilot with its (i) true, accurate, current, and complete business name, (ii) physical addresses where Voice Service will be used, (iii) 911 registered address for each applicable endpoint, (iv) a designated Account Administrator, and (v) user email addresses, phone numbers, and any other requested data which may be necessary to administer its Voice Service account (the “Account”) (collectively, “Registration Data”). Customer represents and warrants that the information it provides is accurate, current, and complete, and agrees to promptly update any of the information if it changes. If Customer provides Registration Data that is false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, Pilot has the right, in its sole discretion, to suspend or terminate the Voice Services and refuse any and all current or future use of all Voice Services by Customer, its business(es), affiliates and all users of its Account. Upon provision of all Registration Data and acceptance of Customer’s Service Order, Pilot may provide Customer’s designated Account Administrator and other Pilot Voice users with, as applicable, administrator or user web portal logins and other Account information. Customer is solely liable for any transactions or activities by it or any third- party that occurs on its Account. Customer shall immediately notify Pilot of any unauthorized use of its Account or if any other breach of security has occurred. In no event shall Pilot be liable for any unauthorized, third-party use of your Account.

  • REGISTRATION OF EZ2BID 3.1 E-bidders will log in into ESZAM AUCTIONEER SDN BHD secured website. E-bidders shall provide true, current and accurate information to register as a user.

  • Demand Registration (a) Subject to the provisions hereof, at any time on or after the date that is 180 days after the Closing Date, the Holders of a majority of Registrable Securities shall have the right to require the Company to file a Registration Statement registering for sale all or part of their respective Registrable Securities under the Securities Act (a “Demand Registration”) by delivering a written request therefor to the Company (i) specifying the number of Registrable Securities to be included in such registration by such Holder or Holders, (ii) specifying whether the intended method of disposition thereof is pursuant to an Underwritten Offering (as defined below), and (iii) containing all information about such Holder required to be included in such Registration Statement in accordance with applicable Law. As soon as practicable after the receipt of such demand, the Company shall (x) promptly notify all Holders from whom the request for registration has not been received and (y) use reasonable best efforts to effect such registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities Laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) of the Registrable Securities that the Company has been so requested to register; provided, however, that (i) the Holders shall not make a request for a Demand Registration under this Section 3.2(a) for Registrable Securities having an anticipated aggregate offering price of less than $5,000,000, (ii) the Holders will not be entitled to require the Company to effect more than three (3) Demand Registrations in the aggregate under this Agreement, and (iii) the Company will not be obligated to effect more than one (1) Demand Registration in any six (6) month period.

  • Registration Statement The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.

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