Securities Law Registration. 4.1 The Warrant Shares will not be registered under the Securities Act or any state securities law and shall not be transferrable unless registered or an exemption from registration is available. A legend to the foregoing effect will be placed on any certificate representing such shares.
4.2 If, at any time within five (5) years of the date of this Warrant Certificate, the Company proposes for any reason to register any of its securities under the Securities Act other than a registration on Form S-8 relating solely to employee stock option or purchase plans, on Form S-4 relating solely to an SEC Rule 145 transaction or on any other form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Warrant Shares, it shall each such time give written notice to the holder of these Warrants or the Warrant Shares ("Holder" for purposes of this Section 4) of the Company's intention to register such securities, and, upon the written request, given within thirty (30) days after receipt of any such notice, of the Holders of the Warrants and Warrant Shares outstanding, to register any of the Warrant Shares, the Company shall cause the Warrant Shares so requested by the Holder to be registered, whether such Warrant Shares are outstanding or subject to purchase hereby, to be registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by the Holder of the Warrant Shares so registered; provided, however, that the Warrant Shares as to which registration had been requested need not be included in such registration if in the opinion of counsel for the Company and counsel for the Holder the proposed transfer by the Holder may be effected without registration under the Securities Act and any certificate evidencing the Warrant Shares need not bear any restrictive legend. In the event that any registration pursuant to this Section 4.2 shall be, in whole or in part, an underwritten offering of securities of the Company, then (i) any request pursuant to this Section 4.2 to register Warrant Shares may specify that such shares are to be included in the underwriting on the same terms and conditions as the shares of the Company's capital stock otherwise being sold through underwriters under such registration, (ii) if the managing underwriter of such offering determines that the number of shares to be offered by all selling shareholders must be reduced, t...
Securities Law Registration. The Company will register and maintain the registration of the Contracts under the 1933 Act and the Accounts under the 1940 Act as necessary until such time as the Company determines that the Contracts will be withdrawn from sale and such registration is no longer required.
Securities Law Registration. The Distributor will execute such papers and do such acts and things as shall from time to time be reasonably requested by the Company for the purpose of (a) maintaining the registration of the Contracts under the 1934 Act and the Accounts under the 1940 Act and (b) qualifying and maintaining qualification of the Contracts for sale under the applicable laws of any state.
Securities Law Registration. The Distributor will execute such papers and do such acts and things as shall from time to time be reasonably requested by the Company for the purpose of (a) maintaining the registration of the Contracts under the 1933 Act and the Account under the 1940 Act and (b) qualifying and maintaining qualification of the Contracts for sale under the applicable laws of any state. Each party hereto shall advise the other promptly of (a) any action of the SEC or any authorities of any state or territory, of which it has knowledge, affecting the registration or qualification of the Account or the Contracts, or the right to offer the Contracts for sale or (b) the happening of any event which makes untrue any statement, or which requires the making of any change in any Registration Statement or any current prospectus or statement of additional information, in order to make the statement therein not materially misleading.
Securities Law Registration. It is intended that the Litigation Trust Interests shall not constitute “securities”. To the extent the Litigation Trust Interests are deemed to be “securities,” the issuance of Litigation Trust Interests to any Litigation Trust Beneficiaries under the Plan shall be exempt, pursuant to section 1145 of the Bankruptcy Code, from registration under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state and local laws requiring registration of securities. If the Litigation Trust Management determines, with the advice of counsel, that the Litigation Trust is required to comply with registration and reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Investment Company Act of 1940, as amended (the “Investment Company Act”), then the Litigation Trust Management shall take any and all actions to comply with such registration and reporting requirements, if any, and file periodic reports with the Securities and Exchange Commission (the “SEC”). Notwithstanding the foregoing procedure, nothing herein shall be deemed to preclude the Litigation Trust Committee from amending this Litigation Trust Agreement to make such changes as are deemed necessary or appropriate by the Litigation Trust Committee, with the advice of counsel, to ensure that the Litigation Trust is not subject to the registration or reporting requirements of the Exchange Act or the Investment Company Act.
Securities Law Registration. The Distributor will execute such papers and do such acts and things as shall from time to time be reasonably requested by the Company for the purpose of (i) maintaining the registration of the Contracts under the 1933 Act and the registration of the Separate Account under the 1940 Act and (ii) qualifying and maintaining the qualification of the Contracts for sale under the applicable laws of any state. Each party hereto shall advise the other promptly of (i) any action of the SEC or any authorities of any state or territory, of which it has knowledge, affecting the registration or qualification of the Separate Account or of the Contracts or the right to offer the Contracts for sale or (ii) the happening of any event which makes untrue any statement, or which requires the making of any change in, any registration statement or any current prospectus or statement of additional information, in order to make the statements therein not materially misleading.
Securities Law Registration. To the extent the Liquidating Trust Interests are deemed to be “securities”, the issuance of Liquidating Trust Interests, if any, to Holders of Allowed Class 3 Claims or the Disputed Claims Reserve under the Plan shall be exempt, pursuant to section 1145 of the Bankruptcy Code, from registration under the Securities Act of 1933, as amended, and any applicable state and local laws requiring registration of securities. If the Liquidating Trustee determines, with the advice of counsel, that the Liquidating Trust is required to comply with registration and reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Investment Company Act of 1940, as amended (the “Investment Company Act”), then the Liquidating Trustee shall, after consultation with the Plan Advisory Committee, take any and all actions to comply with such registration and reporting requirements, if any, and file periodic reports with the Securities and Exchange Commission (the “SEC”). Notwithstanding the foregoing procedure, nothing herein shall be deemed to preclude the Liquidating Trustee from amending this Liquidating Trust Agreement to make such changes as are deemed necessary or appropriate by the Liquidating Trustee, with the advice of counsel and the Plan Advisory Committee, to ensure that the Liquidating Trust is not subject to registration or reporting requirements of the Exchange Act, or the Investment Company Act.
Securities Law Registration. Assuming the accuracy of the representations and warranties of PBF LLC contained in this Agreement, the Partnership is not required to register the Restructuring Common Units under the Securities Act in connection with the issuance of the Restructuring Common Units to PBF LLC.
Securities Law Registration. Although it is intended that the Beneficial Interests shall not constitute "securities," to the extent the Beneficial Interests are deemed to be "securities," the issuance of Beneficial Interests to the Beneficiaries under the Plan and hereunder shall be exempt, pursuant to section 1145 of the Bankruptcy Code, from registration under the Securities Act of 1933, as amended and any applicable state and local laws requiring registration of securities. If the Litigation Trustee determines, with the advice of counsel, that the Litigation Trust is required to comply with registration and reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Trust Indenture Act of 1939, as amended (the "TIA"), or the Investment Company Act of 1940, as amended (the "Investment Company Act"), then the Litigation Trustee shall, after consultation with the Litigation Trust Advisory Committee, take any and all actions to comply with such registration and reporting requirements, if any, and file periodic reports with the Securities and Exchange Commission (the "SEC") to the extent required by law.
Securities Law Registration. Under section 1145 of the Bankruptcy Code, the issuance of GUC Trust Interests under the Plan shall be exempt from registration under the Securities Act of 1933, as amended, and applicable state and local laws requiring registration of securities. If the GUC Trustee determines, with the advice of counsel, that the GUC Trust is required to comply with registration and reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the Investment Company Act of 1940, as amended (the "Investment Company Act"), then the GUC Trustee shall take any and all actions to comply with such registration and reporting requirements, if any, and file periodic reports with the SEC.
