Restrictions on Sales Outside the Qualifying Jurisdictions Sample Clauses

Restrictions on Sales Outside the Qualifying Jurisdictions. The Underwriter agrees not to distribute or offer the Offered Securities in such a manner as to require registration of any of them or the filing of a prospectus or any similar document or which would subject the Corporation to any continuous disclosure obligations under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute or offer the Offered Securities only in the Qualifying Jurisdictions and in accordance with all Applicable Securities Laws. Any agreements between the Underwriter and the members of any selling group will contain restrictions which are substantially the same as those contained in this Section 3.
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Restrictions on Sales Outside the Qualifying Jurisdictions. The Agents agree not to solicit offers to purchase or sell the Units or do anything in furtherance of a trade of Units in such a manner as to require its registration or the filing of a prospectus or any similar document under the laws of any jurisdiction outside the Qualifying Jurisdictions. The Agents will be permitted to offer the Units outside of Canada: (i) to, or for the account or benefit of, persons in the United States and U.S. Persons that are U.S. Accredited Investors or QIBs, as applicable; and (ii) to persons in international jurisdictions as permitted by applicable laws and in accordance with the provisions of this Agreement provided that no such action on the part of the Agents or the Selling Group will in any way oblige the Company to register any XS Shares in any other jurisdiction outside of Canada and provided that no prospectus, registration statement or similar document is required to be filed in any such jurisdiction; and in each case provided that no such action on the part of the Agents or the Selling Group will in any way require the Company to comply with the continuous disclosure, reporting, filing or similar requirements under the laws of any jurisdiction, and otherwise as the Agents determine appropriate. Any agreements between the Agents and the members of any Selling Group will contain restrictions which are substantially the same as those contained in this section 2.5.
Sample 1
Restrictions on Sales Outside the Qualifying Jurisdictions. The Underwriter agrees not to distribute or offer the Offered Securities in such a manner as to require registration of any of them or the filing of a prospectus or any similar document under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute or offer the Offered Securities only in the Qualifying Jurisdictions and in accordance with all applicable laws. However, the Corporation and each Underwriter acknowledge that the U.S. Affiliates of the Underwriter may (i) offer and resell the Offered Securities to, or for the account or benefit of, persons within the United States or U.S. Persons to Qualified Institutional Buyers pursuant to Rule 144A, and (ii) offer the Offered Securities for sale by the Corporation to, or for the account or benefit of, persons in the United States or U.S. Persons to Substituted Purchasers who are U.S. Accredited Investors pursuant to Rule 506(b) of Regulation D, all in accordance with Schedule A, provided that no such action on the part of the Underwriter or its U.S. Affiliates shall in any way oblige the Corporation to register any Securities under the U.S. Securities Act or the securities laws of any state in the United States. Any agreements between the Underwriter and the members of any selling group will contain restrictions which are substantially the same as those contained in this Section 3. Notwithstanding the foregoing, an Underwriter will not be liable to the Corporation under this section or Schedule A with respect to a violation by another Underwriter or its U.S. Affiliate(s) of the provisions of this section or Schedule A if the former Underwriter or its U.S. Affiliate, as applicable, is not itself also in violation. (a) Deliveries on Filing (i) a copy of the Preliminary Prospectus or Final Prospectus, as applicable, including all Documents Incorporated by Reference (to the extent not available on SEDAR), signed and certified as required by the Applicable Securities Laws applicable in the Qualifying Jurisdictions; (ii) a copy of the preliminary U.S. Private Placement Memorandum or the final U.S. Private Placement Memorandum, as applicable; (iii) a copy of any other document required to be filed by the Corporation in compliance with Applicable Securities Laws in connection with the Offering; (iv) in the case of the Final Prospectus, a “long-form” comfort letter of the Corporation’s Auditors dated as of the date of the Final Prospectus (with the requisite procedures to be completed by th...
Sample 1
Restrictions on Sales Outside the Qualifying Jurisdictions. The Agent agrees not to distribute the Special Warrants in such manner as to require the filing of a prospectus or any similar document under the laws of any jurisdiction outside the Qualifying Jurisdictions other than the Registration Statement on Form SB-2 which is contemplated herein. The Agent shall be permitted to offer the Special Warrants in any jurisdiction outside of Canada and the United States as may be permitted by applicable laws provided that no prospectus, registration statement or similar document is required to be filed in any such jurisdiction; in each case as the Agent and the Company determine appropriate. Any agreements between the Agent and the members of any selling group will contain restrictions which are substantially the same as those contained in this paragraph 2.3.
Sample 1

Related to Restrictions on Sales Outside the Qualifying Jurisdictions

  • Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEAAffected Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEAthe applicable Resolution Authority.

  • Certain Notifications and Required Actions After the date of this Agreement, the Company shall promptly advise the Representative in writing of: (i) the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus, the Time of Sale Prospectus, the Prospectus or the Exchange Act Registration Statement; (iii) the time and date that any post-effective amendment to the Registration Statement becomes effective; and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any amendment or supplement to any preliminary prospectus, the Time of Sale Prospectus, the Prospectus or the Exchange Act Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, the Time of Sale Prospectus, or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Units from any securities exchange upon which they are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If, at any time, the Commission shall enter any such stop order, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the Company agrees that it shall comply in all material respects with all applicable provisions of Rule 424(b), Rule 433 and Rule 430A under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or Rule 433 were received in a timely manner by the Commission.

  • Compliance with Registration Requirements; No Stop Order; No Objection from FINRA For the period from and after the date of this Agreement and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date: (i) The Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall have become effective. (ii) No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission. (iii) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

  • COMPLIANCE WITH TAX LAW SECTION 5-a The following provisions apply to Contractors that have entered into agreements in an amount exceeding $100,000 for the purchase of goods and services: a) Before such agreement can take effect, the Contractor must have on file with the New York State Department of Taxation and Finance a Contractor Certification form (ST-220-TD). b) Prior to entering into such an agreement, the Contractor is required to provide NYSERDA with a completed Contractor Certification to Covered Agency form (Form ST-220-CA). c) Prior to any renewal period (if applicable) under the agreement, the Contractor is required to provide NYSERDA with a completed Form ST-220-CA. Certifications referenced in paragraphs (b) and (c) above will be maintained by NYSERDA and made a part hereof and incorporated herein by reference. NYSERDA reserves the right to terminate this agreement in the event it is found that the certification filed by the Contractor in accordance with Tax Law Section 5-a was false when made.

  • Xxxxxxx Xxxxxxx Restrictions/Market Abuse Laws The Participant acknowledges that, depending on his or her country, the broker’s country, or the country in which the Shares are listed, the Participant may be subject to xxxxxxx xxxxxxx restrictions and/or market abuse laws in applicable jurisdictions, which may affect his or her ability to accept, acquire, sell, or attempt to sell or otherwise dispose of Shares or rights to Shares (e.g., Restricted Share Units), or rights linked to the value of Shares, during such times as he or she is considered to have “inside information” regarding the Company (as defined by applicable laws or regulations in the applicable jurisdictions, including the United States and the Participant’s country). Local xxxxxxx xxxxxxx laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before possessing inside information. Furthermore, the Participant may be prohibited from (i) disclosing the inside information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company xxxxxxx xxxxxxx policy. The Participant acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Participant should consult his or her personal advisor on this matter.

  • Compliance with Xxxxx-Xxxxx and Related Act requirements All rulings and interpretations of the Xxxxx-Xxxxx and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract.

  • Certification Regarding Prohibition of Boycotting Israel (Tex Gov. Code 2271)

  • XXXXX-XXXXX AND RELATED ACT PROVISIONS This section is applicable to all Federal-aid construction projects exceeding $2,000 and to all related subcontracts and lower-tier subcontracts (regardless of subcontract size). The requirements apply to all projects located within the right-of- way of a roadway that is functionally classified as Federal-aid highway. This excludes roadways functionally classified as local roads or rural minor collectors, which are exempt. Contracting agencies may elect to apply these requirements to other projects. The following provisions are from the U.S. Department of Labor regulations in 29 CFR 5.5 “Contract provisions and related matters” with minor revisions to conform to the FHWA- 1273 format and FHWA program requirements.

  • Compliance with Registration Requirements; No Stop Order; No Objection from NASD For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Optional Common Shares, the Second Closing Date: (i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall have become effective; or, if the Company elected to rely upon Rule 434 under the Securities Act and obtained the Representatives' consent thereto, the Company shall have filed a Term Sheet with the Commission in the manner and within the time period required by such Rule 424(b); (ii) no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) the NASD shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

  • Acknowledgement and Consent to Bail-In of EEA Financial Institutions Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

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