Securities Regulations. No Stock shall be issued hereunder until the Company has received all necessary stockholder and regulatory approvals and has taken all necessary steps to assure compliance with federal and state securities laws or has determined to its satisfaction and the satisfaction of its counsel that an exemption from the requirements of the federal and applicable state securities laws are available. To the extent applicable, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 under the U. S. Securities and Exchange Act of 1934. Any ambiguities or inconsistencies in the construction of this Agreement or the Plan shall be interpreted to give effect to such intention. However, to the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void to the extent permitted by law and deemed advisable by the Committee in its discretion.
Securities Regulations. The sale of the Shares to Purchaser shall not be prohibited under state and federal securities laws and regulations.
Securities Regulations. (a) If at any time the Company's Board of ---------------------- Directors shall in its discretion determine that the listing, registration or qualification of the shares of Common Stock subject to the Option upon any securities exchange or under any federal or state law, or the approval or consent of any governmental regulatory body, is necessary or desirable in connection with the issuance or purchase of such shares hereunder, the Option shall not be exercisable in whole or in part unless such listing, registration, qualification, approval or consent shall have been effected or obtained free from any conditions not reasonably acceptable to the Company's Board of Directors.
(b) Unless at the time of the exercise of the Option and the issuance of the shares of Common Stock purchased by the Holder pursuant thereto there shall be in effect as to such shares a Registration Statement under the Securities Act of 1933, as amended (the "Act"), and the rules and regulations of the Securities and Exchange Commission (the "Commission"), the Holder shall deliver to the Company at the time of exercise, a certificate in a form reasonably satisfactory to the Company and/or counsel to the Company (i) acknowledging that the shares of Common Stock so acquired may be "restricted securities" within the meaning of Rule 144 promulgated under the Act; (ii) certifying that he is acquiring the shares of Common Stock issuable to him upon such exercise for the purpose of investment and not with a view to their sale or distribution; and (iii) containing the Holder's agreement that such shares of Common Stock may not be sold or otherwise disposed of except in accordance with applicable provisions of the Act. The Company shall not be required to issue or deliver certificates for shares of Common Stock until there shall have been compliance with all applicable laws, rules and regulations, including rules and regulations of the Commission.
Securities Regulations. You may not use the Service intentionally or unintentionally to violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any international or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law. This includes, but is not limited to, the acquisition or dissemination of insider information, or any other proprietary or confidential information, or attempting to manipulate any equity, security, commodity or other market.
Securities Regulations the Company fails to comply in all material respects with, or does not diligently perform in all material respects any of its duties and obligations under, all rules, codes, regulations, consents, licences, approvals and authorisations, laid down, imposed or issued by The Stock Exchange of Hong Kong Limited or the Securities and Futures Commission of Hong Kong; or
Securities Regulations. Neither the Borrower nor any agent acting in its behalf has taken or omitted to take any action which might cause this Agreement or any of the documents or instruments delivered pursuant hereto to violate any regulation of the Board or to violate the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, or any state securities laws, in each case as in effect on the date hereof.
Securities Regulations. With respect to the receipt of the Crown USA Shares, the Vendor represents and warrants to Crown USA that:
(i) the Vendor is not a U.S. Person and is not acquiring the Crown USA Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(ii) the Vendor is outside the United States when receiving and executing this Agreement;
(iii) the Vendor understands that the Crown USA Shares have not been registered under the Securities Act, or under any state securities or "blue sky" laws or any state or the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case only in accordance with any applicable securities laws; and
(iv) the Vendor is acquiring the Crown USA Shares for investment only and not with a view to resale or distribution and, in particular, the Vendor has no intention to distribute either directly or indirectly any of the Crown USA Shares in the United States or to U.S. Persons, except in compliance with the registration provisions of the Securities Act or an exemption therefrom.
Securities Regulations. Neither the Company nor any of its Subsidiaries is an “investment company” within the meaning of the Investment Company Act of 1940, as amended. No consent, license, permit, waiver, approval or authorization of, or designation, declaration, registration or filing with, the SEC or any state securities regulatory authority is required in connection with the offer, sale, issuance or delivery of the Second Issued Note.
Securities Regulations. Each party is aware, and will advise its employees, Affiliates and representatives who receive Confidential Information, of the restrictions imposed by the United States or other applicable securities laws on the purchase and sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.
Securities Regulations. IGRI has filed with the Securities and Exchange Commission (the "Commission") an effective registration statement on Form SB-2 (formerly Form S-18) under the Securities Act of 1933, as amended (the "1933 Act"), and accordingly is required to file with the Commission certain periodic reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). IGRI is presently delinquent in filing certain quarterly and annual reports pursuant to Section 15(d) of the Exchange Act. Upon the execution of this Agreement, IGRI shall cause to be prepared and filed with the Commission all reports and filings necessitated by consummation of the transactions contemplated hereby, and such other reports and filings so as to bring IGRI current in all its filings due and to be deemed a "reporting company" under Section 15(d) of the Exchange Act.
