Securities Law Matters definition

Securities Law Matters. PMI: (i) is a “foreign private issuer” as defined in Rule 405 under the U.S. Securities Act; and ; (ii) is not registered or required to register as an investment company under the U.S. Investment Company Act.
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Securities Law Matters. The Company shall use commercially reasonable efforts to provide that the Rights Offering Shares, the Backstop Shares and the Backstop Commitment Premium are exempt from the registration requirements of the U.S. federal securities laws under Section 1145 of the Bankruptcy Code to the extent, if any, permitted thereby or otherwise pursuant to Section 4(a)(2) of the Securities Act or another exemption promulgated thereunder. Any of the Rights Offering Shares, Backstop Shares and the Backstop Commitment Premium will be “restricted securities” subject to certain transfer restrictions under the U.S. federal securities laws unless sold pursuant to an exemption or a registration statement. Specific Performance: Each of the Company and the Backstop Parties agree that irreparable damage would occur if any provision of the BCA were not performed in accordance with the terms thereof and that each of the parties thereto shall be entitled to an injunction or injunctions without the necessity of posting a bond to prevent breaches of the BCA or to enforce specifically the performance of the terms and provisions thereof and hereof, in addition to any other remedy to which they are entitled at law or in equity. Unless otherwise expressly stated in the BCA or herein, no right or remedy described or provided in the BCA or herein is intended to be exclusive or to preclude a party thereto from pursuing other rights and remedies to the extent available under such agreement, herein, at law or in equity.
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Securities Law Matters. With respect solely to the Goldcorp Matters: (i) as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment thereto will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; (ii) the U.S. Preliminary Prospectus, as of the time of filing thereof, did not, and the U.S. Final Prospectus and any U.S. Amended Prospectus, as of the time of filing thereof and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) each Issuer Free Writing Prospectus, when taken together with the U.S. Final Prospectus, did not, and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
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Examples of Securities Law Matters in a sentence

  • The provisions of Section 11 (Securities Law Matters) and 12 (Transfers) of the Purchase Agreement are hereby incorporated by reference herein as if set forth in full herein.

  • Securities Law Matters Relating To New Noteholder Securities ISSUANCE AND RESALE OF NEW NOTEHOLDER SECURITIES MAY BE RESTRICTED UNDER APPLICABLE SECURITIES LAWS The issuance and resale of New Noteholder Securities must comply with the federal and state securities laws of the United States and similar laws of other applicable jurisdictions.

  • If the Purchase is consummated, the representations and warranties made by Acquirer herein and in the other certificates contemplated by this Agreement shall expire and be of no further force or effect as of the Closing; except for (A) the representations and warranties made by the Acquirer in Section 4.4 (Financial Resources) and Section 4.5 (Securities Law Matters).

  • Securities Law Matters The New Convertible Notes Class C Preemptive Rights Offering will take place in the Chilean capital markets only and in accordance with applicable Chilean law.

  • Thus, under the Plan, holders of Allowed Claims and Interests can receive distributions of the Hercules Common Stock in exchange for their claims and interests and those shares generally will be exempt from registration under the Securities Act, unless the holder is deemed to be an “underwriter,” an “affiliate” or a “dealer.” See Article XIV – Securities Law Matters.

  • Reports of violations or potential violations of this Code with respect to questionable accounting, auditing, financial reporting or securities law matters should be reported in accordance with the procedures set forth in the Company’s Employee Complaint Policy for Auditing, Accounting and Securities Law Matters.

  • The “Fundamental Representations” are those representations contained in Sections 5.1, (Organization; Good Standing; Qualification and Power), 5.3 (Title to Purchased Assets), 5.8 (Taxes), 5.11 (Financial Information), 5.12 (Brokers), 5.13 (Environmental Matters), 5.14 (Bankruptcy Etc.), 5.18 (Securities Law Matters), 5.19 (Relationships with Affiliates), 6.1 (Organization; Good Standing), and 6.4 (Brokers).

  • The Plan Proponents reserve the right in accordance with section 1127 of the Bankruptcy Code to modify this Plan at any time before the Confirmation Date.Section 14.2 Securities Law Matters.

  • Securities Law Matters Related to the 7G Common Shares The 7G Common Shares to be issued to Paramount upon Closing will be issued in reliance on an exemption from the prospectus requirements of applicable securities laws.

  • The representations and warranties set forth in Sections 4.3 (Certain Partnership Matters), 4.8 (Interest in Partnerships), 4.9 (No Opt Outs/Waiver), 4.11 (Agreements and Commitments), 4.12 (Return of Distributions), 4.15 (Ability to Transfer), 5.7 (Securities Law Matters), 5.8 (Investigation and Evaluation), 5.9 (Interest in Partnerships), 5.12 (Investment Company Act) and 5.13 (Public Utilities Holding Company Act) shall survive for a period of eighteen (18) months after each Closing Date.

Related to Securities Law Matters

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

  • Securities Laws means the 1933 Act, the 1934 Act and the 1940 Act.

  • Israeli Securities Law means the Israeli Securities Law, 5728-1968, as amended, and the regulations promulgated thereunder.

  • 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.

  • 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.

  • staff matters means the remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of staff;

  • U.S. Securities Laws means all applicable securities legislation in the United States, including without limitation, the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, and any applicable state securities laws;

  • Hague Securities Convention means the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities held with an Intermediary (concluded July 5, 2006).

  • securities lending transactions means transactions whereby a Sub-Fund lends its Securities to a security-borrowing counterparty for an agreed fee.

  • 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;

  • Israeli Companies Law means the Israeli Companies Law, 5759-1999, as amended, and the regulations promulgated thereunder.

  • 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;

  • Securities and Futures Ordinance means the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong);

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

  • Applicable Securities Law means (i) with respect to any offering of securities in the United States of America, or any other act or omission within that jurisdiction, the securities law of the United States, including the Exchange Act and the Securities Act, and any applicable law of any State of the United States, and (ii) with respect to any offering of securities in any jurisdiction other than the United States of America, or any related act or omission in that jurisdiction, the applicable laws of that jurisdiction.

  • Companies Law means the Companies Law (2018 Revision) of the Cayman Islands, as amended from time to time.

  • Environmental Property Transfer Act means any applicable requirement of law that conditions, restricts, prohibits or requires any notification or disclosure triggered by the closure of any property or the transfer, sale or lease of any property or deed or title for any property for environmental reasons, including, but not limited to, any so-called "Industrial Site Recovery Act" or "Responsible Property Transfer Act."

  • ACNC Act means the Australian Charities and Not-for-profits Commission Act 2012 (Cth).

  • Securities Act (Ontario) means the Securities Act, R.S.O. 1990, c.S.5, as amended, and the regulations thereunder, unless otherwise specified, as the same exist on the date hereof.

  • Charities Act means the Charities Act 2011;

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

  • 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.

  • 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.

  • Data Protection Laws and Regulations means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, applicable to the Processing of Personal Data under the Agreement.

  • securities legislation means statutes concerning the regulation of securities markets and trading in securities and the regulations, rules, forms and schedules under those statutes, all as amended from time to time, and the blanket rulings and orders, as amended from time to time, issued by the securities commissions or similar regulatory authorities appointed under or pursuant to those statutes; “Canadian securities legislation” means the securities legislation in any province or territory of Canada and includes the Securities Act (British Columbia); and “U.S. securities legislation” means the securities legislation in the federal jurisdiction of the United States and in any state of the United States and includes the Securities Act of 1933 and the Securities Exchange Act of 1934; and

  • Federal safety requirements means applicable provisions of 49 U.S.C. § 30101 et seq. and all