U.S. Exemption from Registration Sample Clauses

U.S. Exemption from Registration. Each party hereto agrees that it will take all steps necessary, and shall ensure that is employees, officers, directors, representatives and agents will take all steps necessary, to ensure that the New Stralak Shares will only be issued in the United States or to U.S. Persons pursuant to the Business Combination and Amalgamation in a transaction that shall be exempt from the registration requirements of the U.S. Securities Act pursuant to the availability of the exemption provided by Rule 506 of Regulation D under the U.S. Securities Act (and shall be a condition to close) and in accordance with applicable state securities laws.
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Related to U.S. Exemption from Registration

  • Registration Requirements Prior to execution of this Agreement, the PROVIDER will be registered electronically with the State of Florida at XxXxxxxxxXxxxxxXxxxx.xxx. If the parties agree that exigent circumstances exist that would prevent such registration from taking place prior to execution of this Agreement, then the PROVIDER will so register within 21 days from execution. Failure of the PROVIDER to register electronically with the state of Florida will result in non-payment for expenditures by the Department of Financial Services until the PROVIDER has complied. The online registration can be completed at: xxxxx://xxxxxx.xxxxxxxxxxxxxxxxxxxx.xxx/vms- web/spring/login. The Provider will comply with the applicable requirements regarding registration with the System for Award Management (XXX) (or with a successor government-wide system officially designated by the Federal Office of Management and Budget and the DOJ’s Office of Justice Programs), and to acquire and provide a Data Universal Numbering System (DUNS) number. The Provider will comply with applicable restrictions on subcontractors that do not acquire and provide a DUNS number. The details of Provider obligations are posted on the Office of Justice Programs’ website at xxxxx://xxx.xxx.xxx/funding (Award condition: Registration with the System for Award Management and Universal Identifier Requirements) and are incorporated by reference. This special condition does not apply to the Provider who is an individual and received the grant award as a natural person (i.e., unrelated to any business or non-profit organization that he or she may own or operate in his or her name).

  • Exemption from Liability A Member or a Specified Corporate User may not for any reason seek compensation from DBS for suffering damages arising from either because the use of or inability to use the bicycle. However a Member or a Specified Corporate User may claim compensation with in the amount of fees received from the said Members for damages are result of willful intent or gross negligent on the part of DBS.

  • Notice of Registration Required The Engineer’s use of the Flying ‘T’ under this article shall be followed by the capital letter R enclosed within a circle (®) that gives notice that the Flying ‘T’ is registered in the United States Patent and Trademark Office (USPTO).

  • Securities Act “Securities Act” shall mean the Securities Act of 1933, as amended.

  • Exemption If Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR §200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State, and the Government Accountability Office.

  • Registration of Physical Location Required For each phone number that you use for the Service, you must register with VoicePro the physical location where you are using a Device with the Service with that phone number. Each time you move the Device to another location, you must register that new location. If you do not register that new location, any call you make using the 911 Dialing feature may be sent to an emergency center near the previously registered address. You will register your initial location of use when you subscribe to the Service. Thereafter, you may register a new location by following the instructions from the “911″ registration link on the VoicePro web account dashboard features page if applicable. For purposes of the 911 Dialing feature, you may only register one location at a time for each phone line you use for a Device with the Service.

  • The Act Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available. Holder is aware of the provisions of Rule 144 promulgated under the Act.

  • Compliance with Securities Laws (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under the Securities Act and any applicable state securities laws.

  • Return from Reemployment The employee’s previous salary eligibility date, adjusted by the amount of break-in- service, shall represent the earliest salary eligibility date following return. However, the salary eligibility date may be established as the first of the month in any future month up to twelve (12) months from the date of reemployment.

  • 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.

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