Restrictions on Offers and Sales of the Securities in Canada Sample Clauses

Restrictions on Offers and Sales of the Securities in Canada. Each of the Company and the Purchaser acknowledge and agree that none of the Securities that may be issued to the Purchaser under this Agreement have been or will be qualified for distribution in any Province or Territory of Canada. The Purchaser covenants and agrees that it shall offer or sell any Securities that may be issued to the Purchaser pursuant to this Agreement only in transactions executed on a Trading Market through a U.S. registered broker-dealer that is located in the United States.
AutoNDA by SimpleDocs
Restrictions on Offers and Sales of the Securities in Canada. Each of the Company and the Purchaser acknowledge and agree that none of the Securities that may be issued to the Purchaser under this Agreement have been or will be qualified for distribution in any Province or Territory of Canada. The Purchaser covenants and agrees that it shall: (i) offer or sell any Securities that may be issued to the Purchaser pursuant to this Agreement only (A) in transactions executed on a Trading Market through a U.S. registered broker-dealer that is located in the United States or (B) directly to third Persons, none of whom, to the Purchaser’s knowledge following reasonable inquiry, is either (1) a Person resident in Canada or (2) a Person acquiring such Securities for the benefit of another Person resident in Canada; and (ii) not offer or sell any Securities that may be issued to the Purchaser pursuant to this Agreement on any “marketplace” (as such term is defined in National Instrument 21-101 – Marketplace Operation) in Canada.
Restrictions on Offers and Sales of the Securities in Canada. Each of the Company and the Purchaser acknowledge and agree that none of the Securities that may be issued to the Purchaser under this Agreement have been or will be qualified for distribution in any Province or Territory of Canada.
Restrictions on Offers and Sales of the Securities in Canada. Each of the Company and the Investor acknowledges and agrees that none of the Securities that may be issued to the Investor under this Agreement have been or will be qualified for distribution in any Province or Territory of Canada. The Investor covenants and agrees that it shall not offer or sell any Securities that may be issued to the Investor pursuant to this Agreement (A) directly to any Person whom, to the Investor’s knowledge, is (I) a Person resident in Canada or (II) a Person acquiring such Securities for the benefit of another Person resident in Canada, or (B) on any “marketplace” (as such term is defined in National Instrument 21-101 Marketplace Operation) in Canada.

Related to Restrictions on Offers and Sales of the Securities in Canada

  • Restrictions on Securities Pledgor will not enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any securities pledged as Collateral, except as consented to in writing by Secured Party.

  • Limitations on Offering Size Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares if, after giving effect to the sale of such Placement Shares, the aggregate gross sales proceeds of Placement Shares sold pursuant to this Agreement would exceed the lesser of (A) together with all sales of Placement Shares under this Agreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing. Further, under no circumstances shall the Company cause or permit the aggregate offering amount of Placement Shares sold pursuant to this Agreement to exceed the Maximum Amount.

  • Restrictions on Sale of Shares Optionee represents and agrees that, upon Optionee's exercise of the Option in whole or part, unless there is in effect at that time under the Securities Act of 1933 a registration statement relating to the shares issued to him, he will acquire the shares issuable upon exercise of this Option for the purpose of investment and not with a view to their resale or further distribution, and that upon each exercise thereof Optionee will furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. Optionee agrees that any certificates issued upon exercise of this Option may bear a legend indicating that their transferability is restricted in accordance with applicable state or federal securities law. Any person or persons entitled to exercise this Option under the provisions of Paragraphs 5 and 6 hereof shall, upon each exercise of the Option under circumstances in which Optionee would be required to furnish such a written statement, also furnish to the Company a written statement to the same effect, satisfactory to the Company in form and substance.

  • Restrictions on Transfer and Exchange of Global Securities Notwithstanding any other provisions of this Indenture, a Global Security may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

  • Restrictions on Transfer of Limited Partnership Interests (a) Subject to the provisions of 9.2(b), (c) and (d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.

  • Restrictions on Investments The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in:

  • Restrictions on Transfers (a) Except as provided in Section 4.8(e), notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, or (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed). The Partnership may issue stop transfer instructions to any Transfer Agent in order to implement any restriction on transfer contemplated by this Agreement.

  • Restrictions on Issuance of Shares If at any time the Board shall determine in its discretion, that listing, registration or qualification of the shares of Stock covered by the Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the exercise of the Option, the Option may not be exercised in whole or in part unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board.

  • Restrictions on Transfer and Exchange of Global Notes Notwithstanding any other provisions of this Indenture, a Global Note may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

  • Exchange and Registration of Transfer of Notes; Restrictions on Transfer Depositary 16 Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes 22 Section 2.07. Temporary Notes 23 Section 2.08. Cancellation of Notes Paid, Converted, Etc. 24 Section 2.09. CUSIP Numbers 24 Section 2.10. Additional Notes; Repurchases 24

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