Securities Exchange Act of 1934. The term "
Securities Exchange Act of 1934. The term "Securities Exchange Act of 1934" shall mean the United States Securities Exchange Act of 1934, as from time to time amended.
Securities Exchange Act of 1934. The Purchaser will not sell, transfer or otherwise dispose of the Target Membership in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder.
Securities Exchange Act of 1934. The Company has filed all ------------------------------- reports it has been required to file under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission thereunder; such reports when filed conformed in all material respects to the requirements of the Exchange Act; and none of such reports contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein to make the statements therein, in light of the circumstances under which they were made, not misleading.
Securities Exchange Act of 1934. All forward-looking statements, whether made in this release or in future filings or press releases or orally, address matters that involve risks and uncertainties, including in respect of the Company’s prospects for growth and its ongoing access to capital to fund the Company’s business plan, among others. Consequently, changes in the following factors, among others, could cause actual results to differ materially from those included in the forward-looking statements: market prices of oil & gas, our exploration and production activities, market conditions, applicable regulations, the exchange rate, the Company’s competitiveness and the performance of Colombia’s economy and industry, to mention a few. We do not intend, and do not assume any obligation to update these forward-looking statements.
Securities Exchange Act of 1934. KTI has previously furnished the Seller with true and complete copies of (i) the KTI 1998 Annual Report (the "KTI 1998 Annual Report"), as filed with the Securities and Exchange Commission (the "Commission"), (ii) the annual report to shareholders of KTI for the year ended December 31, 1997, (iii) the KTI Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 (the "KTI Quarterly Report"), (iv) all of its Current Reports on Form 8-K filed subsequent to December 31, 1997, and (v) proxy statements relating to all meetings of its stockholders (whether annual or special) since December 31, 1997 (collectively, the "KTI SEC Filings"). As of their respective dates, the KTI SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of KTI included or incorporated by reference in the KTI 1998 Annual Report and the KTI Quarterly Report, respectively, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of KTI and its subsidiaries as at the dates thereof and the results of their operations and changes in financial position for the periods then ended.
Securities Exchange Act of 1934. Borrower and Sole Member (a) are not required to file reports under Section 15(d) of the Securities Exchange Act of 1934, and (b) do not have securities registered under Section 12 of the Securities Exchange Act of 1934. None of the proceeds of the Loan will be used directly or indirectly to fund a personal loan to or for the benefit of a director or executive officer of a Borrower. Borrower will notify Lender promptly upon Borrower or Sole Member (i) being required to file reports under Section 15(d) of the Securities Exchange Act of 1934, or (ii) registering securities under Section 12 of the Securities Exchange Act of 1934.
Securities Exchange Act of 1934. Within 15 days after each Payment Date, the Master Servicer shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (EDGAR), a Form 8-K with a copy of xxx Xnvestor Report for such Payment Date as an exhibit thereto. Prior to March 30, 2006 (and, if applicable, xxxxx xx Xxxxx 00 of each subsequent year), the Master Servicer shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via EDGAR a Form 10-K with respect to xxx Xrust. In addition, the Master Servicer will cause its senior officer in charge of securitization to execute the certification, in substantially the form attached hereto as Appendix B (the "Form 10-K Certification") required pursuant to Section 302 and Rule 13a-14 under the Exchange Act and to file the same with the Commission prior to March 30, 2006 (and, if applicable, xxxxx xx Xxxxx 00 of each subsequent year), together with the Officer's Certificate and report required pursuant to Section 3.9 and 3.10, each modified to the extent necessary to comply with the rules of the Commission applicable thereto. To the extent any information or exhibits required to be included in the Form 10-K are not timely received by the Master Servicer prior to March 31, the Master Servicer shall, on behalf of the Trust, file one or more amended Form 10-K's to include such missing information or exhibits promptly after receipt thereof by the Master Servicer, together with a duly completed Form 12b-25. Promptly following the first date legally permissible under applicable regulations and interpretations of the Commission, the Master Servicer shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via EDGAR a Form 15 Suspension Notificxxxxx with respect to the Trust, if applicable. The Master Servicer shall indemnify and hold harmless the Depositor, the Issuer, the Indenture Trustee, the Securities Administrator and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Master Servicer's obligations under this Section 3.14 or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith.
Securities Exchange Act of 1934. The Company shall at all times timely file such information, documents and reports as the SEC may require or prescribe under the Securities Exchange Act of 1934 (the "Exchange Act") and shall provide each Stockholder with two copies of each thereof or any other communication with or from the SEC. The Company shall, whenever requested by a Stockholder, notify such Stockholder in writing whether the Company has, as of the date specified by the Stockholder, complied with the Exchange Act reporting requirements to which it is subject for such period to such date as shall be specified by the Stockholder. The Company acknowledges and agrees that one of the purposes of the requirements contained in this Section 8(f) is to enable the Stockholders to comply with the current public information requirements contained in Paragraph (c) of Rule 144 under the Act (or any corresponding rule hereafter in effect) should a Stockholder ever wish to dispose of any Securities without registration under the Act in reliance upon Rule 144. In addition, the Company shall take such other measures and file such other information, documents and reports as shall hereafter be required by the SEC as a condition to the availability of Rule 144. The Company covenants, represents and warrants that all such information, documents and reports filed with the SEC shall not contain any untrue statement of a material fact or fail to state therein a material fact required to be stated therein or necessary to make the statements contained therein not misleading, and the Company shall indemnify and hold each Stockholder and each broker, dealer, underwriter or other person acting for a Stockholder (and any controlling person of any of the foregoing) harmless from and against any and all claims, liabilities, losses, damages, expenses and judgments and shall promptly reimburse them, as and when incurred, for any legal or other expenses incurred by them in connection with investigating any claim and defending any actions insofar as such claims, liabilities, losses, damage expenses and judgments arise out of or based upon any breach of the foregoing covenants, representations or warranties. The procedure for indemnification set forth in Section 4(c) hereof shall apply to the indemnification provided under this Section 8(f).
Securities Exchange Act of 1934. Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including, inter-alia: (1) the resale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); (2) the availability of certain public information about the Company, (3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable. In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than two years after the later of the date the Securities were sold by the Company or the date the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than three years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the paragraph immediately above.
