Securities Act Affiliate definition

Securities Act Affiliate shall have the meaning set forth in Section 6.06.
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Securities Act Affiliate means any affiliate of a Person for purposes of Rule 145 of the Securities Act.
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Securities Act Affiliate has the meaning set out in clause 3.3; STOCK has the meaning set out in Recital (A);
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Examples of Securities Act Affiliate in a sentence

  • Sentech shall use commercially reasonable efforts to cause each Person who is identified as a possible Securities Act Affiliate to enter into prior to the Effective Time a lock-up agreement in form and substance as determined by Ensec and Sentech.

  • Ensec shall use commercially reasonable efforts to cause each Person who is identified as a possible Securities Act Affiliate to enter into prior to the Effective Time a lock-up agreement in form and substance as determined by Ensec and Sentech.

  • To ensure that the issuance of ---------- RHCI Common Stock and RHCI Series 1996 Preferred Stock in the Merger complies with the Securities Act, prior to the Effective Time, the Company shall cause to be delivered to RHCI a list identifying each Person who might at the time of the meeting of the Company's stockholders be deemed to be an "affiliate" of the Company for purposes of Rule 145 under the Securities Act (each, a "Securities Act Affiliate").

  • IBAH shall use commercially reasonable efforts to cause each Person who is identified as a possible Securities Act Affiliate to enter into at least 30 days prior to the Effective Time an agreement in the form of Exhibit A hereto.

  • The Company shall use its best efforts to obtain from each Person who is identified as a possible Securities Act Affiliate prior to the Effective Time an agreement (a "Securities Act Affiliate Agreement") providing that such person will not offer to sell, sell or otherwise dispose of any RHCI Common Stock or RHCI Series 1996 Preferred Stock issued to such Person in the Merger in violation of the Securities Act.

  • Your Option is not an employment or service contract, and nothing in your Option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate of the Company, as defined under the Securities Act ("Affiliate"), or of the Company or an Affiliate to continue your employment.

  • To ensure that the issuance of Bracknell Common Stock in the Merger complies with the Securities Act of 1933, prior to the Effective Time, Able shall cause to be delivered to Bracknell a list identifying each Person who might at the time of the Second Able Stockholder Meeting be deemed to be an "affiliate" of Able for purposes of Rule 145 under the Securities Act of 1933 (each, a "Securities Act Affiliate").

  • At least 30 days prior to the Effective Time, the Company shall cause to be delivered to Xxxxxx a letter identifying all Persons who, at the time of the Special Meeting, may be deemed to be "affiliates" of the Company for purposes of Rule 145 under the Securities Act (each such Person, a "Securities Act Affiliate").

  • Crown shall use its reasonable efforts to cause each person who is identified as a possible Securities Act Affiliate to enter into, prior to the Effective Time, an agreement in the form attached hereto as Exhibit 6.10 pursuant to which each such Person acknowledges its responsibilities as such an affiliate.

  • The Company shall use its reasonable efforts to cause each person who is identified as a Securities Act Affiliate to deliver, to Xxxxxx, at least 15 days prior to the Effective Time, an agreement substantially in the form of Annex B to this Agreement.


More Definitions of Securities Act Affiliate

Securities Act Affiliate has the meaning ascribed to “Affiliate” in Regulation D; Subscription Price has the meaning ascribed to it in Recital (A);
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Securities Act Affiliate has the meaning set forth in Section 5.10.
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Related to Securities Act Affiliate

  • Securities Act (Ontario) means the Securities Act, R.S.O. 1990, c. S.5, as amended, and the regulations thereunder, and any comparable or successor laws or regulations thereto;

  • 1933 Securities Act means the Securities Act of 1933 of the United States, as amended, and the rules and regulations made thereunder, as now in effect or as the same may from time to time be amended, re-enacted or replaced.

  • BHC Act Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

  • Securities Act means the Securities Act of 1933, as amended.

  • Securities Acts means the Securities Act of 1933 and the Securities Exchange Act of 1934.

  • U.S. Securities Act means the United States Securities Act of 1933, as amended;

  • Securities Act of 1933 means the United States Securities Act of 1933, as from time to time amended.

  • 1933 Act means the Securities Act of 1933, as amended.

  • 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;

  • Rule 159A “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

  • 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;

  • Issuer-Represented Limited-Use Free Writing Prospectus means any Issuer-Represented Free Writing Prospectus that is not an Issuer-Represented General Free Writing Prospectus. The term Issuer-Represented Limited-Use Free Writing Prospectus also includes any “bona fide electronic road show,” as defined in Rule 433 under the Securities Act, that is made available without restriction pursuant to Rule 433(d)(8)(ii), even though not required to be filed with the Commission.

  • Controlled Securities Account means each securities account (including all financial assets held therein and all certificates and instruments, if any, representing or evidencing such financial assets) that is the subject of an effective Control Agreement.

  • Disqualified Partnership Any domestic entity classified as a partnership under the Code if any of its direct or indirect beneficial owners (other than through a U.S. corporation) are (or, under the applicable partnership agreement, are permitted to be) Disqualified Non-United States Tax Persons.

  • Rule 497 refers to Rule 497(c) or 497(h) under the Act, as applicable.

  • Investment Company Act of 1940 means the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

  • Qualified Person means one who, by possession of a recognized degree, certificate, or professional standing, or who by extensive knowledge, training and experience, has successfully demonstrated his ability to solve or resolve problems relating to the subject matter, the work, or the project.

  • Investment Company Act Event means that the Company shall have received an Opinion of Counsel to the effect that, as a result of the occurrence of a change in law or regulation or a written change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that the Securities Trust is or will be considered an "investment company" that is required to be registered under the Investment Company Act of 1940, as amended, which change becomes effective on or after the Original Issue Date.

  • Exchange Act Person means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities.

  • United States Securities Person Any “U.S. person” as defined in Rule 902(k) of Regulation S.

  • 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;

  • Issuer-Represented Free Writing Prospectus means any “issuer free writing prospectus,” as defined in Rule 433(h) of the Securities Act Regulations, relating to the Securities. The term does not include any writing exempted from the definition of prospectus pursuant to clause (a) of Section 2(a)(10) of the Securities Act, without regard to Rule 172 or Rule 173 of the Securities Act Regulations.

  • Acquired Fund means any investment company in which the Fund invests or has invested during the previous fiscal year. The “Total Annual Fund Operating Expenses” and “Net Annual Fund Operating Expenses” will not match the Fund’s gross and net expense ratios reported in the Financial Highlights from the Fund’s financial statements, which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses.

  • 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.

  • Applicable Securities Laws means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada.