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.
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and the Accounts under the 1940 Act as necessary until such time as the Company determines that the Contracts will be withdrawn from sale and such registration is no longer required.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. It is intended that the Unsecured Claims Trust Interests shall not constitute “securities” under applicable laws, but none of the Parties hereto represent or warrant that such rights shall not be securities or shall be entitled to exemption from registration under applicable securities laws. To the extent the Unsecured Claims Trust Interests hereunder are deemed to be “securities,” the issuance of Unsecured Claims Trust Interests (and any redistribution of any of the foregoing pursuant to the Plan or otherwise) 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 Unsecured Claims Trustee determines, with the advice of counsel, that the Unsecured Claims Trust is required to comply with registration and/or reporting requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), or the Investment Company Act of 1940, as amended (the “Investment Company Act”), then the Unsecured Claims Trustee shall, after consultation with the Unsecured Claims Trust Board, take any and all actions to comply with such registration and reporting requirements, if any, and file reports with the Securities and Exchange Commission (the “SEC”) to the extent required by applicable law. Notwithstanding the foregoing procedure, nothing herein shall be deemed to preclude the Unsecured Claims Trust Board and the Unsecured Claims Trustee from amending this Unsecured Claims Trust Agreement to make such changes as are deemed necessary or appropriate by the Unsecured Claims Trustee, with the advice of counsel, to ensure that the Unsecured Claims Trust is not subject to registration and/or reporting requirements of the Securities Act, the Exchange Act, the Trust Indenture 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 (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. 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. 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. 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.
