Sales Without Registration Sample Clauses

Sales Without Registration. If, at the time of any transfer of any Registrable Securities, such Registrable Securities shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer, that the holder of Registrable Securities or transferee furnish to the Company an opinion of legal counsel satisfactory in form and substance to the Company to the effect that such transfer may be made without registration under the Securities Act; provided that nothing contained in this Section 8.8 shall relieve the Company from complying with any request for registration, qualification or compliance made pursuant to the other provisions of this Section 8.
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Sales Without Registration. 15 8.9 Rule 144.....................................................15 8.10
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Sales Without Registration. Torchmark and any other member of the Torchmark Group may sell shares of Class A Common Stock and/or Class B Common Stock without a registration in the event Torchmark provides to the Company an opinion of counsel, satisfactory in form and substance to the Company, to the effect that such Class A Common Stock and/or Class B Common Stock is eligible for sale without limitation or restriction of any sort under Rule 144 under the Securities Act. ARTICLE VI INDEMNIFICATION SECTION 6.1
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Sales Without Registration. The Company shall take all actions reasonably necessary to enable the Purchasers to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC including, without limiting the generality of the foregoing, filing on a timely basis all reports required to be filed by the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In the event the Company has gone public under the Applicable Securities Laws of a jurisdiction other than the United States, then the Company shall take all actions reasonably necessary to enable the Purchasers to sell Registrable Securities without registration pursuant to exemptions provided under such Applicable Securities Laws including, without limiting the generality of the foregoing, the timely filing of reports. Upon the request of any Purchaser, the Company will deliver to such Purchaser a written statement as to whether it has complied with such requirements and shall provide such Purchaser with such publicly filed documents of the Company as are reasonably requested by such Purchaser in connection with such sale.
Sample 1
Sales Without Registration. If at the time of any Transfer of any Common Stock, such Common Stock shall not be registered under the Securities Act, the Company may require, as a condition of allowing such Transfer, that MascoTech, the Tsuhx Xxxreholders or the transferee furnish to the Company (a) such information as is necessary in order to establish that such Transfer may be made without registration under the Securities Act, and (b) (if the Transfer is not made in compliance with Rule 144 thereunder) at the expense of the transferee, an opinion
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Related to Sales Without Registration

  • Exercise or Transfer Without Registration If, at the time of the surrender of this Warrant in connection with any exercise, transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder), shall not be registered under the Securities Act of 1933, as amended (the "Securities Act") and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such exercise, transfer, or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel, which opinion and counsel are acceptable to the Company, to the effect that such exercise, transfer, or exchange may be made without registration under said Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act; provided that no such opinion, letter or status as an "accredited investor" shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act. The first holder of this Warrant, by taking and holding the same, represents to the Company that such holder is acquiring this Warrant for investment and not with a view to the distribution thereof.

  • SEC Registration The Parties mutually agree to use commercially reasonable efforts to maintain effective registration statements with the Securities and Exchange Commission with respect to the long-term incentive awards to the extent any such registration statement is required by applicable Law.

  • No Registration Each Lender agrees that, without the prior written consent of the Borrower and the Administrative Agent, it will not make any assignment hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan or Note under the Securities Act or any other securities laws of the United States of America or of any other jurisdiction.

  • NERC Registration The NTO shall register or enter into agreement with a NERC registered entity for all required NERC functions applicable to the NTO, that may include, without limitation, those functions designated by NERC to be: “Transmission Owner” and “Transmission Planner” and “Transmission Operator.” 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.

  • Issuance and Registration of Warrants The Issuer hereby agrees to issue and deliver to Creditanstalt or, at the option of Creditanstalt, an Affiliate thereof, new Warrant Certificates evidencing the outstanding Series D Warrants and Series E Warrants as hereby amended. Upon receipt of such new Warrant Certificates, Creditanstalt shall deliver to the Issuer for cancellation the old Warrant Certificates for Series D Warrants. On the date hereof, the Issuer shall register the new Warrant Certificates in the Warrant Register in the name of Creditanstalt or an Affiliate thereof as the case may be.

  • Leaves Without Pay A. Military leave shall be granted in accordance with statutory requirements and University policy. B. Appearance as an individual rather than as an officer or an employee of the University, whether voluntary or in response to a legal order, to appear and testify in private litigation. If an employee has vacation or compensatory time off available to use, the employee may choose to use that leave for this purpose. C. In accordance with the Family Medical Leave Act, an employee shall be granted up to twelve (12) weeks unpaid leave to care for a family member. During this period of time, the Employer shall continue to make the Employer's contribution to the employee's health insurance as though the employee were on payroll. An employee may also be eligible to use sick leave under the provisions of Article 17. D. An employee shall be granted up to sixteen (16) hours unpaid time per year for business connected to children's schooling (i.e., conferences). If an employee has vacation or compensatory time off available to use, the employee may choose to use that leave for this purpose. E. Other personal leaves may be granted at any time to any employee for any period of time for personal purposes with department head approval. This leave may include personal unpaid educational leave to attend a University educational program leading toward a University degree. Should more than one (1) employee in a work location request personal leave at the same time and staffing not allow approval of more than one (1) employee on leave, the employee with the most University Seniority shall get the leave. However, personal or educational leave may be denied if other previously approved leaves do not allow staffing flexibility to grant additional leaves.

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • 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. 3.2 For individual bidder(s): The E-bidder’s need to key in their personal information (correspondence address & telephone contact number) accurately for online registration and upload the bidder’s NRIC (both sides) to ESZAM AUCTIONEER SDN BHD website.

  • No Piggyback on Registrations Neither the Company nor any of its security holders (other than the Purchasers in such capacity pursuant hereto) may include securities of the Company in the Registration Statement other than the Registrable Securities, and the Company shall not after the date hereof enter into any agreement providing any such right to any of its security holders.

  • Risk of No Registration The Warrantholder understands that if the Company does not register with the Securities and Exchange Commission pursuant to Section 12 of the 1933 Act, or file reports pursuant to Section 15(d), of the Securities Exchange Act of 1934 (the "1934 Act"), or if a registration statement covering the securities under the 1933 Act is not in effect when it desires to sell (i) the rights to purchase Preferred Stock pursuant to this Warrant Agreement, or (ii) the Preferred Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of its rights of the Warrantholder to purchase Preferred Stock or Preferred Stock which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.

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