Transactional Exemption Sample Clauses

Transactional Exemption. Investor understands that the Shares, Warrant and Warrant Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor set forth herein in order to determine the applicability of such exemptions and the suitability of Investor to acquire the Shares, Warrant and Warrant Shares.
Sample 1Sample 2Sample 3See All (37)
AutoNDA by SimpleDocs
Transactional Exemption. The Rights Agreement is hereby amended by adding the following paragraph (c) to Section 35 of the Rights Agreement: (c) The foregoing or any provision to the contrary in this Agreement notwithstanding, neither (i) the acquisition of Common Shares by Xxxx Xxxxxxx (“Xxxxxxx”), Xxxxx Xxxx (“Gren”) and YIH III, LLC, a Delaware limited liability company (“YIH”, and together with Xxxxxxx and Gren, the “Equityholders”), pursuant to the approval, execution, delivery or performance of that certain Agreement and Plan of Merger, dated June 13, 2011, by and among the Company, RG Merger Sub, S.A., a Honduran sociedad anonima, Rio Garment S. de X.X., a Honduran limited liability company, the Equityholders and the representative of the Equityholders as provided therein (as amended and supplemented from time to time, the “Merger Agreement”), nor (ii) the acquisition of Common Shares after September 1, 2011 by any Equityholder or any Affiliate or Associate of any Equityholder, shall cause any such Person to become an “Acquiring Person” (as that term is defined in Section 1(a) hereof) or give rise to any event that, through the passage of time or otherwise, would result in the occurrence of a “Shares Acquisition Date” or a “Distribution Date” (as those terms are defined in Section 1(dd) and 3(a), respectively, of this Agreement), provided that, after giving effect to any acquisition(s) set forth in clauses (i) or (ii) in this Section 35(c) (including, for the avoidance of doubt, the Holdback Shares (as defined in the Stockholder Rights Agreement, between the Company and the individuals and entities listed on Schedule A thereto)) the Equityholders, together with their Affiliates and Associates, Beneficially Own in the aggregate (but excluding any Common Shares of which Xxxxx Xxxx has or may acquire Beneficial Ownership solely as a result of the issuance of options or Common Shares to him in his capacity as an employee of the Company or any Affiliate of the Company) less than 34.9% of the issued and outstanding Common Shares.”
Sample 1See All (8)
Transactional Exemption. Investor understands that the February Warrant Shares, Warrant and Warrant Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor set forth herein in order to determine the applicability of such exemptions and the suitability of Investor to acquire the February Warrant Shares, Warrant and Warrant Shares.
Sample 1Sample 2Sample 3See All (5)
Transactional Exemption. Lender understands that the Warrants and shares of Common Stock are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Lender set forth herein in order to determine the applicability of such exemptions and the suitability of Lender to acquire the Warrants and shares of Common Stock .
Sample 1Sample 2
Transactional Exemption. (a) Notwithstanding anything to the contrary in this Agreement, neither the execution, delivery and performance by the respective parties thereto, nor consummation of the transactions contemplated by (i) the Agreement and Plan of Merger dated as of October 18, 1995 among the Company, Washington Energy Company ("WECo") and Washington Natural Gas Company or (ii) the Stock Option Agreements dated as of October 18, 1995 between the Company and WECo (together with the Merger Agreement, the "Transaction Agreements") shall cause any Person (as defined in Section 1(i) hereof) to become an "Acquiring Person" (as defined in Section 1(a) hereof), or give rise to any event that, through passage of time, would result in the occurrence of a "Shares Acquisition Date" or a "Distribution Date" (as defined in Sections 1(l) and 3(a) hereof, respectively). (b) Notwithstanding anything to the contrary in this Agreement, the provisions of Section 13 and 25 hereof shall be deemed not to apply to any of the transactions contemplated by the Transaction Agreements." 2
Sample 1
Transactional Exemption. Investor understands that the September Warrant Shares, Warrant and Warrant Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor set forth herein in order to determine the applicability of such exemptions and the suitability of Investor to acquire the September Warrant Shares, Warrant and Warrant Shares.
Sample 1
Transactional Exemption. (a) Notwithstanding anything to the contrary in this Rights Agreement, neither the execution, delivery nor performance by the respective parties thereto of, nor the consummation of the merger or any other transactions contemplated by, that certain Agreement and Plan of Merger dated as of December 1, 2004 (the "Merger Agreement"), by and among ProCyte Corporation ("the Company"), PhotoMedex, Inc. ("PhotoMedex") and Gold Acquisition Corp., a Washington corporation and a wholly owned subsidiary of PhotoMedex, including but not limited to, the execution, delivery and performance by the respective parties thereto of the Stockholders Agreements and Affiliate Agreements (as those terms are defined in the Merger Agreement) (the Merger Agreement, the Stockholders Agreements and the Affiliate Agreements collectively being referred to herein as the "Transaction Agreements"), shall cause any Person to become an "Acquiring Person" (as that term is defined in Section 1 hereof), or give rise to any event that, through passage of time or otherwise, would result in the occurrence of a "Business Combination" or a "Distribution Date" (as those terms are defined in Sections 11(c)(i) and 3(b) hereof, respectively). (b) Notwithstanding anything to the contrary in this Rights Agreement, the provisions of Section 11 hereof shall be deemed not to apply to the merger or any other transactions contemplated by the Transaction Agreements."
Sample 1
AutoNDA by SimpleDocs
Transactional Exemption. Investor understands that the Shares are being offered and sold in reliance on an exemption from the prospectus requirements of Canadian Securities Laws and an exemption from the registration requirements of U.S. federal and state securities laws and that: (a) the Investor is restricted from using most of the civil remedies available under the Canadian Securities Laws and that the Company is relieved from certain obligations that would otherwise apply under the Canadian Securities Laws, and (b) the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor set forth herein in order to determine the applicability of such exemptions and the suitability of Investor to acquire the Shares.
Sample 1
Transactional Exemption. (a) Notwithstanding anything to the contrary in this Agreement, neither the execution, delivery nor performance by the respective parties thereto of that certain Agreement and Plan of Merger dated as of December 20, 2006 (the “Merger Agreement”), by and among the Company, Psychiatric Solutions, Inc., a Delaware corporation (“Parent”), and Panther Acquisition Sub, a Delaware corporation and subsidiary of Parent (“Merger Sub”), nor the consummation of the Merger (as that term is defined in the Merger Agreement) or any other transactions contemplated by the Merger Agreement, shall cause any Person to become an “Acquiring Person” (as that term is defined in Section 1(a) hereof), or give rise to any event that, through passage of time or otherwise, would result in the occurrence of a “Stock Acquisition Date” or an “Exercisability Date” (as those terms are defined in Sections 1(l) and 3(a), respectively, of this Agreement).” (b) Section 7(a) shall be amended and restated to read as follows:
Sample 1

Related to Transactional Exemption

  • FINRA Exemption To enable Xxxxx to rely on Rule 5110(b)(7)(C)(i) of FINRA, the Company represents that the Company (i) has a non-affiliate, public common equity float of at least $150 million or a non-affiliate, public common equity float of at least $100 million and annual trading volume of at least three million shares and (ii) has been subject to the Exchange Act reporting requirements for a period of at least 36 months.

  • Section 16(b) Exemption The Company shall take all actions reasonably necessary to cause the transactions contemplated by this Agreement and any other dispositions of equity securities of the Company (including derivative securities) in connection with the transactions contemplated by this Agreement by each individual who is a director or executive officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

  • Securities Law Exemptions Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 1(b) (including Annex C hereto) and their compliance with their agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act.

  • Offering Exemption Assuming the truth and accuracy of the representations and warranties contained in Section 7, this issuance and delivery to the Holder of this Note is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and will be registered or qualified (or exempt from registration or qualification) under applicable state securities and “blue sky” laws, as currently in effect.

  • Securities Act Exemption Neither the Holder nor anyone acting on behalf of the Holder has received any commission or remuneration directly or indirectly in connection with or in order to solicit or facilitate the Exchange. The Holder understands that the Exchange contemplated hereby is intended to be exempt from registration by virtue of Section 3(a)(9) of the Securities Act. The Holder understands that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for the exemption under Section 3(a)(9) of the Securities Act as well as qualifying for exemptions under applicable state securities laws.

  • Regulation S Exemption The undersigned understands that the Shares are being offered and sold to him in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the applicability of such exemptions and the suitability of the Investor to acquire the Shares. In this regard, the undersigned represents, warrants and agrees that: (1) The undersigned is not a U.S. Person (as defined below) and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company and is not acquiring the Shares for the account or benefit of a U.S. Person. A U.S. Person means any one of the following: (A) any natural person resident in the United States of America; (B) any partnership or corporation organized or incorporated under the laws of the United States of America; (C) any estate of which any executor or administrator is a U.S. person; (D) any trust of which any trustee is a U.S. person; (E) any agency or branch of a foreign entity located in the United States of America; (F) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (G) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and (H) any partnership or corporation if: (i) organized or incorporated under the laws of any foreign jurisdiction; and (ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts. (2) At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the undersigned was outside of the United States. (3) The undersigned will not, during the period commencing on the date of issuance of the Shares and ending on the first anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”), offer, sell, pledge or otherwise transfer the Shares in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S. (4) The undersigned will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Shares only pursuant to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities laws. (5) The undersigned was not in the United States, engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of or any hedging transaction with respect to the Shares, including without limitation, any put, call or other option transaction, option writing or equity swap. (6) Neither the undersigned nor or any person acting on his behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with respect to the Shares and the Investor and any person acting on his behalf have complied and will comply with the “offering restrictions” requirements of Regulation S under the Securities Act. (7) The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act. (8) Neither the undersigned nor any person acting on his behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Shares. The undersigned agrees not to cause any advertisement of the Shares to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Shares, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws. (9) Each certificate representing the Shares shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws: (A) “THE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.” (B) “TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.” (10) The undersigned consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer of the Shares set forth in this Section 2.

  • Securities Exemptions The offer and sale of the Purchased Securities to the Purchasers pursuant to this Agreement shall be exempt from the registration requirements of the Securities Act and the registration and/or qualification requirements of all applicable state securities laws.

  • Registration or Exemption Requirements Purchaser further acknowledges and understands that the Securities may not be resold or otherwise transferred except in a transaction registered under the Securities Act or unless an exemption from such registration is available.

  • Group Tax Exemption Ruling As of the Disaffiliation Date, Local Church shall cease to use, and also shall ensure that any Subsidiaries or affiliates of Local Church which have been included in the group tax exemption ruling shall cease to use, any and all documentation stating that Local Church is included in the denomination’s group tax exemption ruling administered by the General Council on Finance and Administration of The United Methodist Church. Local Church and any of its Subsidiaries and affiliates which have been included in the group tax exemption ruling will be removed as of the Disaffiliation Date.

  • TAX EXEMPTION The Department of Montana is exempt from Federal Excise Taxes (#00-0000000).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!