Securities Law Provisions Sample Clauses
Securities Law Provisions. The Membership Units have not been registered under the Federal or state securities laws of any state and, therefore, may not be resold unless appropriate Federal and state securities laws, as well as the provisions of Article XI hereof, have been complied with.
Securities Law Provisions. The Partnership Units have not ------------------------- been registered under the Federal or state securities laws of any state and, therefore, may not be resold unless appropriate Federal and state securities laws, as well as the provisions of Article XI hereof, have been complied with.
Securities Law Provisions. The Company Interests have not been registered under the federal or state securities laws of any state and, therefore, may not be resold unless appropriate federal and state securities laws, as well as the provisions of Article 11, have been complied with.
Securities Law Provisions. At closing Creditor shall deliver to PayStar a subscription agreement, as provided by PayStar, containing appropriate representations concerning the restricted nature of the securities to be issued to it, the non-distributive intent of the recipient of the securities, and other provisions to reasonably satisfy the non-public, unregistered nature of the transaction.
Securities Law Provisions. 43 Section 15.9 Remedies Not Exclusive..................................... 43 Section 15.10 Time....................................................... 43 Section 15.11 Creditors.................................................. 43
Securities Law Provisions. At closing MIDNET shall deliver to TUGBOAT a representation form from the shareholders of MIDNET (the "Shareholders") and option holders ("Option Holders") providing representations essentially as follows:
Securities Law Provisions. The Company shall cause the Parent to take all reasonable steps as it deems appropriate to permit issuance of the shares of common stock as specified in this Section pursuant to a valid exemption from registration or qualification under applicable federal and state securities laws; PROVIDED, that in no event shall the Parent be required to consent to the general service of process or to qualify as a foreign corporation in any jurisdiction where the Employee resides if such jurisdiction is different than the Employee's present residence. In order to comply with exemptions from the registration requirements of the Securities Act of 1933, and certain state securities statutes, the Parent may require the Employee to make certain representations and execute and deliver to the Parent certain documents as a condition to issuance of the shares of common stock hereunder, all in form and substance satisfactory to the Parent as determined in its sole discretion. In the event the Parent reasonably determines that the shares of common stock cannot be issued in compliance with applicable federal and state securities laws in the absence of registration or qualification under such statutes, neither the Parent nor the Company shall be under any obligation to issue the shares of common stock pursuant hereto. Neither the Company nor the Parent is under any obligation to provide registration rights in connection with any of the shares of common stock issued pursuant to this Agreement.
Securities Law Provisions. The Partnership Interests have not been registered under the Federal or state securities laws of any state and, therefore, may not be resold unless appropriate Federal and state securities laws, as well as the provisions of Article XI hereof, have been complied with.
Securities Law Provisions. (i) Except as otherwise permitted by this Section 1E, each certificate representing shares of Common Stock issued upon the exercise of a Warrant, and each certificate issued upon the transfer of any such Common Stock, shall be stamped or otherwise imprinted with a legend in substantially the following form: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or any other securities laws and may not be transferred, sold or otherwise disposed of in the absence of such registration or an exemption therefrom under such Act or other laws."
(ii) Prior to any transfer of any Warrant that is not registered under an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), the Registered Holder will give written notice to the Company of such Registered Holder's intention to effect such transfer and to comply in all other respects with this Section 1E. Each such notice (i) shall describe the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below, and (ii) shall designate counsel for the Registered Holder giving such notice. The Registered Holder giving such notice will submit a copy thereof to the counsel designated in such notice, which counsel shall be experienced in securities law matters and the Company will promptly submit a copy thereof to its counsel. If in the opinion of both such counsel the proposed transfer may be effected without registration under the Securities Act, such Registered Holder shall thereupon be entitled to transfer such securities in accordance with the terms of the notice delivered by such Registered Holder to the Company. Each Warrant issued upon or in connection with such transfer shall bear the legend set forth on the first page of this Warrant. If in the opinion of either or both such counsel the proposed transfer may not legally be effected without registration of such Warrants under the Securities Act (such opinions to state the basis of the legal conclusions reached therein), the Company will promptly so notify the Registered Holder thereof and thereafter such Registered Holder shall not be entitled to transfer such Warrants until either (x) receipt by the Company of a further notice from such Registered Holder pursuant to the foregoing provisions of this Section 1E and fulfillment of the provisions of this Section 1E or (y) such Warrants ha...
Securities Law Provisions. At closing AML-HK shall deliver to ASDV a representation form from the shareholder of AML-HK (the "Shareholder") providing representations essentially as follows: