Securities Laws; Blackout Periods Sample Clauses

Securities Laws; Blackout Periods. (a) The Investor acknowledges that:
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Securities Laws; Blackout Periods. (i) Notwithstanding anything to the contrary in this Agreement, the issuance and delivery of Parent Common Stock pursuant to this Agreement shall require the approval of and/or be issued and delivered in accordance with the rules, policies and directives of Cboe (including the Cboe Listing Manual) and any other applicable regulatory body, must be made in compliance with Securities Laws and any other applicable Laws and no Parent Common Stock will be issued to the extent such issuance would cause the Members, either individually or in combination with each other or any other Person, to become a “Related Person” of Parent (as such term is defined in the policies of Cboe). Without limiting the foregoing, should the date that Parent Common Stock is required to be issued pursuant to this Agreement fall during a period when Parent cannot issue Parent Common Stock pursuant to any Parent policy that may then be in effect (typically, beginning on December 16 of each year until two trading days after Parent files its Form 10-K with the SEC, March 16 of each year until two trading days after Parent files its Form 10-Q with the SEC, June 15 of each year until two trading days after Parent files its Form 10-Q with the SEC and September 15 of each year until two trading days after Parent files its Form 10-Q with the SEC; provided, that such dates are not legally binding on Parent and may be changed at any time for any reason) or any other close trading window implemented by Parent for any reason (each, a “Blackout Period”), issuance of the applicable Parent Common Stock shall be delayed until the first trading day following the expiration of the applicable Blackout Period. For the avoidance of doubt, Parent will not issue Parent Common Stock pursuant to this Agreement if such issuance would violate any Laws or the rules, policies and directives of Cboe.
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Securities Laws; Blackout Periods. (a) The Investor acknowledges that the Company is an issuer with securities registered pursuant to the Exchange Act and that the trading in securities of the Company (including shares of the Company Common Stock) by the Investor while it is in possession of material non-public information concerning the Company may subject the Investor to liability under applicable Law. Accordingly, notwithstanding anything in this Agreement to the contrary, the Investor agrees that it shall not trade in securities of the Company (including shares of the Company Common Stock) at any time that it is in possession of material non-public information concerning the Company (a “Blackout Period”). Notwithstanding the foregoing, the Company acknowledges that the Investor will not be deemed to be trading in securities of the Company while in possession of material non-public information concerning the Company if it engages in the purchasing or selling of securities of the Company in accordance with one of the affirmative defenses available pursuant to paragraph (c) of Rule 10b5-1 under the Exchange Act.
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Related to Securities Laws; Blackout Periods

  • Securities Laws Upon the acquisition of any Shares pursuant to the exercise of the Option, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.

  • Securities Law Notice In compliance with South African Securities Law, the documents listed below are available for the Participant’s review on the Company’s public site or intranet site, as applicable, as listed below:

  • Securities Laws Matters Each Member acknowledges receipt of advice from the Company that (i) the Interests have not been registered under the Securities Act or qualified under any state securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Interests, (iii) the Interests must be held indefinitely and such Member must continue to bear the economic risk of the investment in the Interests unless the Interests are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company and the Company has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Interests may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule and the provisions of this Agreement, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Interests without registration will require the availability of an exemption under the Securities Act, (vii) restrictive legends shall be placed on any certificate representing the Interests and (viii) a notation shall be made in the appropriate records of the Company indicating that the Interests are subject to restrictions on transfer and, if the Company should in the future engage the services of a transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Interests.

  • Continued Compliance with Securities Laws If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representatives of such event and will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representatives, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Representatives’ consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof.

  • Securities Laws Compliance Prior to any public offering of Registrable Securities, the Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders whose Registrable Securities are included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities or securities exchanges, including the New York Stock Exchange, as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders whose Registrable Securities are included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or to taxation in any such jurisdiction where it is not then otherwise so subject.

  • Securities Law Restrictions In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

  • Effectiveness of Registration Statement; Compliance with Registration Requirements; No Stop Order During the period from and after the execution of this Agreement to and including the Closing Date or the Option Closing Date, as applicable:

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