RESALE COMPLIANCE Sample Clauses

RESALE COMPLIANCE. The undersigned agrees to comply with the 1933 Act and the rules and regulations promulgated thereunder, and any other relevant securities legislation and policies governing the purchase, holding and resale of the Units subscribed for, including, without limitation, applicable state Blue Sky laws. Entered into this ____ day of ____________, 199_. __________________________________ (Name) (Please Print) __________________________________ (Signature) __________________________________ (Mailing Address) __________________________________ (Registration Instructions) THIS SUBSCRIPTION IS ACCEPTED BY THE COMPANY ON THE __ DAY OF _______________199_. HEALTHWATCH, INC. By: __________________________________ Its _____________________________ EXHIBIT A CERTIFICATE OF THE DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS OF THE SERIES B CONVERTIBLE PREFERRED STOCK OF HEALTHWATCH, INC. HealthWatch, Inc., hereinafter called the "Corporation", a corporation organized and existing under the Minnesota Business Corporation Act does hereby certify that, pursuant to authority conferred upon the Board of Directors by the Articles of Incorporation, as amended, of the Corporation, said Board of Directors at a meeting duly called and held on November __, 1996, and at which a quorum was at all times present, duly adopted a Resolution providing for the issuance of a series of 500,000 shares of Series B Convertible Preferred Stock, which Resolution is as follows: "RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of this Corporation in accordance with the provisions of its Articles of Incorporation, as amended, a series of Preferred Stock of the Corporation be and it hereby is given the distinctive designation of "Series B Convertible Preferred Stock" (hereinafter referred to as the "Series B Stock"), said Series to consist of Five Hundred Thousand (500,000) shares of the stated value of Two Dollars and Twenty-Five Cents ($2.25) per share. The preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof shall be as follows:
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RESALE COMPLIANCE. The Subscriber will comply with all applicable federal, state and other regulatory agency rules, laws and regulations in connection with the sale and resale of the Company Shares.
Sample 1
RESALE COMPLIANCE. The undersigned agrees to comply with the ----------------- Securities Act and the rules and regulations promulgated thereunder, and any other relevant securities legislation and policies governing the purchase, holding and resale of the securities subscribed for (or those issuable upon conversion thereof), including, without limitation, applicable state blue sky laws. The undersigned acknowledges that this subscription shall not be effective unless accepted by the Company as indicated below. CORPORATE OR OTHER ENTITY: INDIVIDUAL INVESTOR(S): _________________________________ (Printed Name of Entity) By: *____________________________ *_________________________________ - - (Signature) (Signature) _________________________________ _________________________________ (Name Printed) (Name Printed) Title:___________________________ ________________________________ (Xxxxxx Xxxxxxx) _________________________________ (Xxxxxx Xxxxxxx) ________________________________ (City, State, Zip) _________________________________ (City, State, Zip) ________________________________ (Telephone Number) _________________________________ (Telephone Number) Federal I.D. No. ________________ FORM OF OWNERSHIP [ ] individual [ ] community property [ ] joint tenants [ ] tenants in commong [ ] other ___________________ * Signed by all investors ACCEPTED: OXIS INTERNATIONAL, INC., a Delaware corporation By: _**____________________________ -- Name: Title: Dated: ________________________, 1996 ** Signed by Company OXIS INTERNATIONAL, INC. SERIES C PREFERRED STOCK OFFERING (1,774,080 Total Shares) -------------------------------------------------------------------------------- Holder Purchase Price Shares ------ ($1.30/sh) ------ ---------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Xxxx Xxxxxx 100,070 76,977 -------------------------------------------------------------------------------- Legong Investments N.V. 200,000 153,846 -------------------------------------------------------------------------------- Xxxxx & Co. 260,000 200,000 -------------------------------------------------------------------------------- Megapolis B.V. 24,999 19,230 -------------------------------------------------------------------------------- Xxxxx Xxxxxx 40,300 31,000 -------------------------------------------------------------------------------- D.N.B. 100,000 76,923 -------------------------...
Sample 1
RESALE COMPLIANCE. The undersigned agrees to comply with the 1933 Act and the rules and regulations promulgated thereunder, and any other relevant securities legislation and policies governing the purchase, holding and resale of the Notes subscribed for, including, without limitation, applicable state blue sky laws. The undersigned acknowledges that this subscription shall not be effective unless accepted by the Company as indicated below. Entered into this ______ day of __________, 1999. ------------------------------------- (Name) (Please Print) ------------------------------------- (Signature) ------------------------------------- (Mailing Address) ------------------------------------- (Registration Instructions) THIS SUBSCRIPTION IS ACCEPTED BY THE COMPANY ON THE ____ DAY OF _________ 1999.
Sample 1

Related to RESALE COMPLIANCE

  • Inspection; Compliance Lessor and Lessor's Lender(s) (as defined in Paragraph 8.3(a)) shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease and all Applicable Laws (as defined in Paragraph 6.3), and to employ experts and/or consultants in connection therewith and/or to advise Lessor with respect to Lessee's activities, including but not limited to the installation, operation, use, monitoring, maintenance, or removal of any Hazardous Substance or storage tank on or from the Premises. The costs and expenses of any such inspections shall be paid by the party requesting same, unless a Default or Breach of this Lease, violation of Applicable Law, or a contamination, caused or materially contributed to by Lessee is found to exist or be imminent, or unless the inspection is requested or ordered by a governmental authority as the result of any such existing or imminent violation or contamination. In any such case, Lessee shall upon request reimburse Lessor or Lessor's Lender, as the case may be, for the costs and expenses of such inspections.

  • Y2K Compliance PFPC further represents and warrants that any and all electronic data processing systems and programs that it uses or retains in connection with the provision of services hereunder on or before January 1, 1999 will be year 2000 compliant.

  • Blue Sky Compliance The Company will qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Shares; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

  • FDA Compliance The Company: (A) is and at all times has been in material compliance with all statutes, rules or regulations of the FDA and other comparable governmental entities applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product under development, manufactured or distributed by the Company (“Applicable Laws”); (B) has not received any FDA Form 483, notice of adverse finding, warning letter, untitled letter or other correspondence or notice from the FDA or any governmental entity alleging or asserting material noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, exemptions, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”); (C) possesses all material Authorizations and such Authorizations are valid and in full force and effect and the Company is not in material violation of any term of any such Authorizations; (D) has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from the FDA or any governmental entity or third party alleging that any product operation or activity is in material violation of any Applicable Laws or Authorizations and has no knowledge that the FDA or any governmental entity or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has not received notice that the FDA or any governmental entity has taken, is taking or intends to take action to limit, suspend, modify or revoke any material Authorizations and has no knowledge that the FDA or any governmental entity is considering such action; and (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were materially complete and correct on the date filed (or were corrected or supplemented by a subsequent submission).

  • FINRA Compliance You represent and warrant that you are (a) a broker or dealer (as defined in Section 3(a)(4) or 3(a)(5) of the 0000 Xxx) that is a member in good standing of FINRA, (b) a non-U.S. bank, broker, dealer or other non-U.S. institution that is not eligible for membership in FINRA and is not required to be registered as a broker or dealer under the 1934 Act (a “non-member non-U.S. dealer”), or (c) only in the case of Offerings of Securities that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), and such other Securities as from time to time may be sold by a “bank” (as defined in Section 3(a)(6) of the 1934 Act (a “Bank”)), that you are a Bank that is acting in connection with the Offering in accordance with an applicable exception or exemption from the definitions of broker and dealer under Sections 3(a)(4) and 3(a)(5) of the 1934 Act. You further represent, warrant and agree that, in connection with any purchase or sale of the Securities wherein a selling concession, discount or other allowance is received or granted by or to you:

  • Rule 144 Compliance With a view to making available to the holders of Registrable Securities the benefits of Rule 144 under the Securities Act and any other rule or regulation of the Commission that may at any time permit a holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3 (or any successor form), the Company shall:

  • CRA Compliance Neither Buyer nor any Buyer Subsidiary has received any notice of non-compliance with the applicable provisions of the CRA and the regulations promulgated thereunder. As of the date hereof, Buyer’s and each Buyer Subsidiary’s most recent examination rating under the CRA was “satisfactory” or better. Buyer knows of no fact or circumstance or set of facts or circumstances which would be reasonably likely to cause Buyer or any Buyer Subsidiary to receive any notice of non-compliance with such provisions of the CRA or cause the CRA rating of Buyer or any Buyer Subsidiary to decrease below the “satisfactory” level.

  • AML Compliance The Dealer Manager represents to the Company that it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA Conduct Rules, Exchange Act Regulations and the USA PATRIOT Act, specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act,” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Offered Shares. The Dealer Manager further represents that it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act, and the Dealer Manager hereby covenants to remain in compliance with such requirements and shall, upon request by the Company, provide a certification to the Company that, as of the date of such certification (a) its AML Program is consistent with the AML Rules and (b) it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act.

  • SOX Compliance The Company has taken all actions it deems reasonably necessary or advisable to take on or prior to the date of this Agreement to assure that, upon and at all times after the Effective Date, it will be in compliance in all material respects with all applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof. (the “Sxxxxxxx-Xxxxx Act”) that are then in effect and will take all action it deems reasonably necessary or advisable to assure that it will be in compliance in all material respects with other applicable provisions of the Sxxxxxxx-Xxxxx Act not currently in effect upon it and at all times after the effectiveness of such provisions.

  • Subscriber’s Compliance Nothing in this Section 4 shall affect in any way Subscriber’s obligations and agreements to comply with all applicable securities laws upon resale of the Securities.

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