United States Legend Sample Clauses

United States Legend. (i) Certificates representing Special Warrants issued to a person in the United States, and each certificate representing Common Shares and Warrants issuable upon the exercise of such Special Warrants, and in either case each certificate issued in exchange therefor or in substitution thereof, shall bear the following legend: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF POYNT CORPORATION (THE "COMPANY") THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN ACCORDANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT, OR (D) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES AFTER, IN THE CASE OF TRANSFERS UNDER CLAUSE (D) (OR, IF REQUIRED BY THE COMPANY'S TRANSFER AGENT, CLAUSE (B)) THE HOLDER HAS FURNISHED TO THE COMPANY (AND, IF APPLICABLE, THE COMPANY'S TRANSFER AGENT) AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY (AND, IF APPLICABLE, THE COMPANY’S TRANSFER AGENT) TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA." provided, that if the Special Warrants are being sold in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with Canadian local laws and regulations, the legend may be removed by providing the Trustee with a duly executed declaration in the form of Schedule B hereto (or as the Corporation may prescribe from time to time) and, if required by the Trustee, an opinion of Counsel of recognized standing or other evidence reasonably satisfactory to the Corporation and the Trustee to the effect that such U.S. legend is no longer required pursuant to the requirement of the U.S. Securities Act, and the Trustee shall use its reasonable best efforts to remove the foregoing U.S. legend within three business days (excluding weekends and holidays) of receipt of the foregoing, as applicable.
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Related to United States Legend

  • Restrictive Legend Until such time as the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

  • Restrictive Legends Any certificates representing the Shares shall have endorsed thereon legends substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”

  • Legend Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (the “Act”): “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law which, in the opinion of counsel to the Company, is available.”

  • Registered Nurse Level 3 (RN3) An employee at this level may also be known as a Clinical Nurse Consultant, Nurse Manager or Nurse Educator. An employee appointed at this level: Holds any other qualification required for working in the employee’s particular practice setting; and is appointed as such by a selection process or by reclassification from a lower level when that the employee is required to perform the duties detailed in this subclause on a continuing basis. In addition to the duties of an RN2, an employee at this level will perform the following duties in accordance with practice settings and patient or client groups: Duties of a Clinical Nurse Consultant will substantially include, but are not confined to:  Providing leadership and role modelling, in collaboration with others including the Nurse Manager and the Nurse Educator, particularly in the areas of action research and quality assurance programs;  Staff and patient/client education; staff selection, management, development and appraisal; Participating in policy development and implementation;  Acting as a consultant on request in the employee’s own area of proficiency for the purpose of facilitating the provision of quality nursing care;  Delivering direct and comprehensive nursing care to a specific group of patients or clients with complex nursing care needs, in a particular area of nursing practice within a practice setting;  Coordinating, and ensuring the maintenance of standards of the nursing care of a specific group or population of patients or clients within a practice setting; and  Coordinating or managing nursing or multidisciplinary service teams providing acute nursing and community services. Duties of a Nurse Manager will substantially include, but are not confined to:  Providing leadership and role modelling, in collaboration with others Including the Clinical Nurse Consultant and the Nurse Educator, particularly in the areas of action research and quality assurance programs;  Staff selection and education; allocation and rostering of staff;  Occupational health;  Initiation and evaluation of research related to staff and resource management;  Participating in policy development and implementation;  Acting as a consultant on request in the employee’s own area of proficiency (for the purpose of facilitating the provision of quality nursing care);  Being accountable for the management of human and material resources within a specified span of control, including the development and evaluation of staffing methodologies; and  Managing financial matters, budget preparation and cost control in respect of nursing within that span of control. Duties of a Nurse Educator will substantially include, but are not confined to:  Providing leadership and role modelling, in collaboration with others including the Clinical Nurse Consultant and the Nurse Manager, particularly in the areas of action research;  Implementation and evaluation of staff education and development programs;  Staff selection;  Implementation and evaluation of patient or client education programs;

  • Registered Nurses Requests for a different shift in the nurse's present unit should be submitted to the nurse's immediate supervisor in writing. Requests for transfer to another unit should be submitted on the University’s Employment Website. A good faith effort will be made to facilitate lateral transfers from one unit to another. The nurse's length of service shall be a consideration on transfer to a different shift or unit. Applications for promotions should be submitted on the University’s Employment Website during the period of official posting. Promotional openings will be posted for a minimum of seven calendar days in the unit, the Nursing and Outpatient Clinic Administrative Office and the Medical Centers Human Resources Office.

  • Transfers of Registered Notes 2.1 Transfers of interests in Registered Global Notes Transfers of beneficial interests in Registered Global Notes will be effected by Euroclear or Clearstream, Luxembourg, as the case may be, and, in turn, by other participants and, if appropriate, indirect participants in such clearing systems acting on behalf of transferors and transferees of such interests. A beneficial interest in a Registered Global Note will, subject to compliance with all applicable legal and regulatory restrictions, be transferable for Notes in definitive form or for a beneficial interest in another Registered Global Note of the same series only in the authorised denominations set out in the applicable Final Terms and only in accordance with the rules and operating procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case may be, and in accordance with the terms and conditions specified in the Agency Agreement.

  • Temporary Certificate of Registration Rate An employee holding a Temporary Certificate of Registration upon presenting proof of current Certificate of Competence by the College of Nurses of Ontario shall be given the salary of the registered staff nurse as provided in this Article retroactive to the date of sitting the certification examination or the date of last hire, whichever is later.

  • Execution, Authentication, Availability and Dating of the Residual Certificates The Residual Certificates shall be executed on behalf of Xxxxxx Mae by an Authorized Officer of Xxxxxx Xxx under the corporate seal of Xxxxxx Mae, which may be in facsimile form and be imprinted or otherwise reproduced thereon, and shall be attested by the Secretary, Assistant Secretary, or a second Authorized Officer of Xxxxxx Xxx. The signature of any of these Persons on the Residual Certificates may be manual or facsimile. A Residual Certificate bearing the manual or facsimile signature of individuals who were at any time officers of Xxxxxx Mae shall bind Xxxxxx Xxx, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificate or did not hold such offices at the date of such Certificate. At any time and from time to time after the execution and delivery of this Trust Agreement, Xxxxxx Mae may deliver Residual Certificates executed by Xxxxxx Xxx to the Certificate Registrar for authentication and the Certificate Registrar shall authenticate and make available such Certificates as provided in this Trust Agreement and not otherwise. No Residual Certificate shall be entitled to any benefit under this Trust Agreement or be valid for any purpose, unless there appears on such Residual Certificate a certificate of authentication substantially in the form provided for herein, executed by the Certificate Registrar by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Residual Certificate shall be conclusive evidence, and the only evidence, that such Residual Certificate has been duly authenticated and made available hereunder. Each Residual Certificate shall be dated the date of its authentication.

  • Temporary Class Certificate of Registration Rate An employee holding a Temporary Class Certificate of Registration upon presenting proof of current General Class Certificate of Registration by the College of Nurses of Ontario shall be given the salary of the registered staff nurse as provided in this Article retroactive to the date of sitting the certification examination or the date of last hire, whichever is later.

  • Exchange of Book Entry Notes for Definitive Notes (a) The Notes will initially be issued as Book-Entry Notes. Interests in a Book-Entry Note may be exchanged for Definitive Notes only if such exchange is permitted by applicable law and (i) in the case of a DTC Note, DTC notifies the Global Agent that it is no longer willing, qualified or able to discharge properly its responsibilities as nominee and depositary with respect to the Book-Entry Notes and in each case the Issuer is unable to locate a successor within 90 calendar days of receiving notice of such ineligibility on the part of DTC, (ii) in the case of any Common Depository Note, if all of the systems through which it is cleared or settled are closed for business for a continuous period of 14 calendar days (other than by reason of holidays, statutory or otherwise) or are permanently closed for business or have announced an intention to permanently cease business and in each such situation the Issuer is unable to locate a single successor within 90 calendar days of such closure, or (iii) an Event of Default occurs under the Debt Agreement and a majority of the Holders of DTC Notes advise the Global Agent and DTC through the Financial Intermediaries in writing that the continuation of a book-entry system through DTC is no longer in the best interests of such Holders. A Person having an interest in a DTC Note or Common Depository Note issued in global form shall provide the Issuer or the Global Agent with a written order containing instructions and such other information as the Issuer or the Global Agent may require to complete, execute and deliver such Definitive Notes in authorized denominations. In such circumstances, the Issuer shall cause sufficient Definitive Notes to be executed and delivered as soon as practicable (and in any event within 45 calendar days of the Issuer receiving notice of the occurrence of such circumstances) to the Global Agent or its agent for completion, authentication and delivery to the relevant registered Holders of such Definitive Notes. The Issuer shall, from time to time, deliver to the Global Agent adequate supplies of Definitive Note certificates substantially in the form of Exhibit D hereto, executed by the manual or facsimile signature of an Authorized Officer of the Issuer. The Global Agent shall acknowledge receipt of any Definitive Notes received from the Issuer and shall hold the Definitive Notes in safekeeping for the Issuer.

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