BLUE SKY MATTERS definition

BLUE SKY MATTERS. We shall have no obligation or responsibility with respect to your right to sell Fund shares in any state or jurisdiction. From time to time we may furnish you with information identifying the states and jurisdictions, under the securities laws of which it is believed a Fund's shares may be sold. You will not transact orders for Fund shares in states or jurisdictions in which we indicate Fund shares may not be sold. You agree to offer and sell Fund shares outside the United States only in compliance with all applicable laws, rules and regulations of any foreign government having jurisdiction over such transactions in addition to any applicable laws, rules and regulations of the United States.
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BLUE SKY MATTERS. We shall have no obligation or responsibility with respect to your right to sell Fund shares in any state or jurisdiction. From time to time we shall furnish you with information identifying the states under the securities laws of which it is believed a Fund's shares may be sold. You will not transact orders for Fund shares in states which we indicate Fund shares may not be sold.
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BLUE SKY MATTERS. We shall have no obligation or responsibility with respect to your right to sell Fund shares in any state or jurisdiction. We agree use our best efforts to notify you immediately in the event any Fund share cannot be sold in any states or jurisdictions. In addition, upon your request, we may furnish you with a list identifying the states and/or jurisdictions under the securities laws of which a Fund’s shares may be sold. Such list may be updated by us from time to time and provided to you. You will not transact orders for Fund shares in states or jurisdictions in which we indicate Fund shares may not be sold. You agree to offer and sell Fund shares outside the United States only in compliance with all applicable laws, rules and regulations of any foreign government having jurisdiction over such transactions in addition to any applicable laws, rules and regulations of the United States.
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Examples of BLUE SKY MATTERS in a sentence

  • BLUE SKY MATTERS: ----------------- We shall have no obligation or responsibility with respect to your right to sell Shares in any state or jurisdiction.

  • BLUE SKY MATTERS ---------------- The Bank agrees that if Sandler X'Xxxxx'x counsel does not serve as counsel with respect to blue sky matters in connection with the Offerings, the Bank will cause the counsel performing such services to prepare a Blue Sky Memorandum related to the Offerings including Sandler X'Xxxxx'x participation therein and shall furnish Sandler X'Xxxxx a copy thereof addressed to Sandler X'Xxxxx or upon which such counsel shall state Sandler X'Xxxxx may rely.

  • BLUE SKY MATTERS Sandler X'Xxxxx and the Company agree that the Company's counsel shall serve as counsel with respect to blue sky matters in connection with the Offering.

  • BLUE SKY MATTERS: ---------------- We shall have no obligation or responsibility with respect to your right to sell Shares in any state or jurisdiction.

Related to BLUE SKY MATTERS

  • Blue Sky Laws means state securities or “blue sky” laws.

  • Blue Sky means the statutes of any state regulating the sale of corporate securities within that state.

  • Blue Sky Application As defined in Section 6(a)(i) hereof.

  • Legal Matters In the opinion of Xxxxxx Xxxxxxx, General Counsel of Prospect Administration, administrator for Prospect Capital Corporation, a Maryland corporation (the “Company”), the certificates evidencing the Notes (the “Note Certificates”) constitute the valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms under the laws of the State of New York subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the law of the State of New York as in effect on the date hereof. In addition, this opinion is subject to the same assumptions and qualifications stated in the letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP dated March 8, 2012, filed as Exhibit (l)(5) to the Company’s registration statement on Form N-2 (File No. 333-176637) and to the further assumptions that (i) the Note Certificates have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under Maryland law, and (ii) they were duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Amended and Restated Selling Agent Agreement and the Indenture. Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying prospectus supplement. Prospect Capital Corporation 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 In the opinion of Xxxxxxx LLP, as Maryland counsel to the Company, (i) the execution and delivery by the Company of the Indenture, dated as of February 16, 2012, as supplemented through the One Hundred Ninety-Second Supplemental Indenture, between the Company and American Stock Transfer & Trust Company, the One Hundred Ninety-Third Supplemental Indenture, between the Company and American Stock Transfer & Trust Company, the One Hundred Ninety- Fourth Supplemental Indenture, between the Company and American Stock Transfer & Trust Company, the One Hundred Ninety-Fifth Supplemental Indenture, between the Company and American Stock Transfer & Trust Company, the One Hundred Ninety-Sixth Supplemental Indenture, between the Company and American Stock Transfer & Trust Company, and the global notes representing the Notes issued pursuant to each such Supplemental Indenture, and the performance by the Company of its obligations thereunder, have been duly authorized by the Company and (ii) the issuance of the Notes has been duly authorized by the Company. This opinion is given to the Company as of November 12, 2013 and is limited to the laws of the State of Maryland as in effect on November 12, 2013. In addition, this opinion is subject to the same assumptions, qualifications and limitations stated in the opinion letter to the Company of Xxxxxxx LLP, dated March 8, 2012, filed as Exhibit (l)(4) to the Company’s Registration Statement on Form N-2 (File No. 333- 176637). Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying prospectus supplement. Very truly yours, /s/ Xxxxxxx LLP

  • Qualifying Provinces means, collectively, all of the provinces of Canada except Québec.

  • Securities Law means the Israeli Securities Law, 5728-1968.

  • Tax Opinions/Rulings means (i) any Ruling and (ii) any opinion of a Tax Advisor relating to the Transactions, including those issued on the Distribution Date or to allow a party to take actions otherwise prohibited under Section 4.03(a) of this Agreement.

  • Purchaser’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP.

  • Federal Securities Laws means the Securities Act of 1933, the Securities Exchange Act, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Investment Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission (the “Commission”) under any of these statutes, the Bank Secrecy Act as it applies to investment companies and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

  • Canadian Securities Laws means all applicable securities laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such laws together with applicable published national, multilateral and local policy statements, instruments, notices, blanket orders and rulings of the securities regulatory authorities in the Qualifying Jurisdictions;

  • Debt-For-Tax Opinion means an Opinion of Counsel, of nationally recognized tax counsel, delivered to the Depositor and the Indenture Trustee stating that the Notes specified therein will be debt for United States federal income tax purposes.

  • Canadian Securities Regulatory Authorities means the securities commissions and similar regulatory authorities of each of the provinces or territories of Canada;

  • ERISA-Qualifying Underwriting A best efforts or firm commitment underwriting or private placement that meets the requirements of an Underwriter’s Exemption.

  • Underwriter’s Exemption Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as amended (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.

  • Securities Financing Transactions Regulation means Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012;

  • Securities Laws means the Securities Act of 1933, the Securities Exchange Act of 1934, Xxxxxxxx-Xxxxx and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.

  • Tax Opinions means the opinions of Tax Advisors deliverable to OFC in connection with the Transactions.

  • Applicable Canadian Securities Laws means, collectively, and as the context may require, the applicable securities legislation of each of the provinces and territories of Canada, and the rules, regulations, instruments, orders and policies published and/or promulgated thereunder, as such may be amended from time to time prior to the Effective Date;

  • Special Counsel means one special counsel to the Holders, for which the Holders will be reimbursed by the Company pursuant to Section 4.

  • Qualified Independent Underwriter means a “qualified independent underwriter” within the meaning of FINRA Rule 5121.

  • international registration means the registration of a mark effected under the Agreement or the Protocol or both, as the case may be;

  • Selling Expenses means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6.