Securities Laws; Governmental Consent Sample Clauses

Securities Laws; Governmental Consent. Based in part on the accuracy of the Purchasers' representations and warranties set forth in Section 4, the offer, sale and issuance of the Shares as provided in this Agreement are exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "Securities Act"), and have been qualified (or are exempt from qualification) under all applicable state securities qualification requirements, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption. Except for the filing of the Restated Certificate and except for the filing of notices required or permitted to be filed after the Closing Date with certain United States federal and state securities commissions, which notices the Company will file on a timely basis, no consent, approval, qualification, order or authorization of, or designation, declaration or filing with, any governmental authority on the part of the Company is required in connection with the valid execution, delivery and performance of this Agreement, the Rights Agreement, the Voting Agreement or the Co-Sale Agreement, the offer, sale or issuance of the Shares (and the issuance of the Common Stock issuable upon conversion of the Shares) or the consummation of any other transaction contemplated hereby, or by the Rights Agreement, the Voting Agreement or the Co-Sale Agreement.
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Securities Laws; Governmental Consent. Based in part on the accuracy of the Purchaser's representations and warranties set forth in Section 4, the offer, sale and issuance of the Shares and the Common Stock issuable upon conversion of the Series A Preferred as provided in this Agreement are exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 (the "Securities Act"), and have been qualified (or are exempt from qualification) under all applicable state securities qualification requirements. Except for the filing of (a) the Certificate with the Secretary of State of the State of Delaware, and (b) notices required or permitted to be filed after the Closing Date with certain United States federal and state securities commissions, which notices the Company will file on a timely basis, no consent, approval or authorization of, or designation, declaration or filing with, any governmental authority on the part of the Company is required in connection with the valid execution, delivery and performance of this Agreement or the Rights Agreement, the offer, sale or issuance of the Shares (and the issuance of the Common Stock issuable upon conversion of the Series A Preferred) or the consummation of any other transaction contemplated hereby or by the Shareholders Agreement or the Rights Agreement.
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Securities Laws; Governmental Consent. Based in part on the accuracy ------------------------------------- of the Purchasers' representations and warranties set forth in Section 4, the offer, sale and issuance of the Shares as provided in this Agreement are exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "Securities Act"), and have been qualified (or are exempt from qualification) under all applicable state securities qualification requirements. Except for the filing of the Restated Certificate and except for the filing of notices required or permitted to be filed after the Closing Date with certain United States federal and state securities commissions, which notices the Company will file on a timely basis, no consent, approval or authorization of, or designation, declaration or filing with, any governmental authority on the part of the Company is required in connection with the valid execution, delivery and performance of this Agreement, the Rights Agreement or the Voting Agreement, the offer, sale or issuance of the Shares (and the issuance of the Common Stock issuable upon conversion of the Shares) or the consummation of any other transaction contemplated hereby, or by the Rights Agreement or the Voting Agreement.
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Securities Laws; Governmental Consent. Based in part on the accuracy of the Purchaser' representations and warranties set forth in Section 4, the offer, sale and issuance of the Shares as provided in this Agreement are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 as amended (the "Securities Act"), and have been qualified (or are exempt from qualification) under all applicable state securities qualification requirements. Except for the filing of (a) Restated Certificate with the Secretary of State of the State of Delaware, and (b) notices required or permitted to be filed after each Closing Date with certain United States federal and state securities commissions, which notices the Company will file
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Securities Laws; Governmental Consent. The offer, sale and issuance of the Shares and the Conversion Stock as provided in this Agreement, are and will be exempt from the registration and prospectus delivery requirements of the Act and are exempt from registration or qualification under the applicable California state registration or qualification requirements. Except for the notices required or permitted to be filed after the Closing Date with the Securities and Exchange Commission and the California Commissioner of Corporations, which notices the Company will file on a timely basis, no consent, approval or authorization of, or designation, declaration or filing with, any governmental authority on the part of the Company is required in connection with the valid execution, delivery and performance of this Agreement or the offer, sale or issuance of the Shares and the Conversion Stock, other than such as may be required under the securities laws of states other than California.
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Securities Laws; Governmental Consent. Based in part on the accuracy of the Purchasers' representations and warranties set forth in Section 4, the offer, sale and issuance of the Shares as provided in this Agreement are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 as amended (the "Securities Act"), and have been qualified (or are exempt from qualification) under all applicable state securities qualification requirements. Except for the filing of (a) the Restated Articles with the Secretary of State of the State of California, and (b) notices required or permitted to be filed after the Closing Date with certain United States federal and state securities commissions, which notices the Company will file on a timely basis, no consent, approval or authorization of, or designation, declaration or filing with, any governmental authority on the part of the Company is required in connection with the valid execution, delivery and performance of this Agreement or the Rights Agreement, the offer, sale or issuance of the Shares (and the issuance of the Common Stock issuable upon conversion of the Shares) or the consummation of any other transaction contemplated hereby or by the Rights Agreement.
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Related to Securities Laws; Governmental Consent

  • 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.

  • Reporting Status and Securities Laws Matters The Company is a “reporting issuer” and not on the list of reporting issuers in default under Securities Laws in each of the Provinces of British Columbia, Alberta and Ontario. No delisting, suspension of trading in or cease trading order with respect to any securities of the Company and, to the knowledge of the Company, no inquiry or investigation (formal or informal) of any Securities Authority, is in effect or ongoing or, to the knowledge of the Company, expected to be implemented or undertaken.

  • Securities Laws Disclosure The Company shall comply with applicable securities laws by filing a Current Report on Form 8-K, within four (4) Trading Days following the date hereof, disclosing all the material terms of the transactions contemplated hereby, if the Company deems the transactions contemplated hereby to constitute material non- public information.

  • 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 Notification This offer is addressed only to certain eligible employees in the form of the shares of Common Stock to be issued by the Corporation. Neither the Plan nor the Award Agreement has been approved, nor do they need to be approved, by the National Bank of Kazakhstan. This offer is intended only for the original recipient and is not for general circulation in the Republic of Kazakhstan.

  • No Governmental Consents No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.

  • Compliance with U.S. Securities Laws; Regulatory Compliance Notwithstanding any provisions in this Receipt or the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Instruction I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act.

  • Securities Laws Requirements The Company shall not be obligated to transfer any Common Stock to the Participant free of the restrictive legend described in Section 4 hereof or of any other restrictive legend, if such transfer, in the opinion of counsel for the Company, would violate the Securities Act of 1933, as amended (the "Securities Act") (or any other federal or state statutes having similar requirements as may be in effect at that time).

  • State Securities Laws Compliance 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 of Registrable Securities 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 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 of Registrable Securities 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 but for this paragraph or subject itself to taxation in any such jurisdiction.

  • Securities Law Compliance Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations.

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