Securities Representations definition

Securities Representations means, for a prospective exchange of Preferred Stock for Parent Common Shares by a Holder, representations by such Holder that (i) it will satisfy the definition of "accredited investor" of National Instrument 45-106 - Prospectus Exemptions at the time of such exchange and (ii) either such exchange will (x) not be exercised in the United States or by or on behalf of a U.S. Person or (y) be exempt from registration under the Securities Act and applicable state securities laws;
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Securities Representations means, for a prospective exchange of Preferred Units for Real Common Shares by a Holder, a written representation by such Holder in favor of the Company and Parent (and enforceable by the Company or Parent against such Holder) that such Holder: (a) is resident in Canada at the time of the exchange and is not exercising the exchange by or on behalf of a U.S. Person; (b) is resident in a jurisdiction outside of Canada, is not exercising the exchange in the United States or by or on behalf of a U.S. Person and will acquire Real Common Shares pursuant to an exemption from any prospectus or securities registration or similar requirements under the applicable securities laws of such jurisdiction or any other securities laws to which such Holder is otherwise subject and such exchange would not result in any obligation of Parent or the Company to prepare and file a prospectus, an offering memorandum or similar document or any obligation of Parent or the Company to make any filings with or seek any approvals of any kind from any regulatory body in such jurisdiction or any other ongoing reporting requirements with respect to such exchange or otherwise; or (c) if in the United States, such Holder is, or if the exchange is being exercised on behalf of, a U.S. Person, then such U.S. Person is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act or is otherwise permitted to acquire Real Common Shares pursuant to an available exemption from registration under the Securities Act and applicable state securities laws at the time of such exchange.
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Securities Representations means, for a prospective exchange of Preferred Stock for Parent Common Shares by a Holder, representations by such Holder that (i) it will satisfy the definition of “accredited investor” of National Instrument 45-106 – Prospectus Exemptions at the time of such exchange and (ii) either such exchange will (x) not be exercised in the United States or by or on behalf of a U.S. Person or (y) be exempt from registration under the Securities Act and applicable state securities laws;
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Examples of Securities Representations in a sentence

  • The securities have been acquired for investment and may not be sold, transferred assigned in the absence of an effective registration statement for these securities under the Securities Act of 1933 or an opinion of Xxxxxxx'x counsel, in form and substance reasonably acceptable to BusinessMall's counsel, that registration is not required under said Act." ci Securities Representations.

  • Disputes shall be resolved exclusively by arbitration administered by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules in Dallas County, Texas, by a single arbitrator, who shall be experienced in resolving claims under agreements of a nature similar to this Agreement and, if the dispute involves claims arising under the Securities Representations or the Risk Factors, be knowledgeable respecting federal securities law.

  • Securities Representations as to the Acquisition of the Purchaser Shares......19 Section 2.37.

  • Except with respect to Seller’s representations and warranties under Sections 4.9 (Ownership and Encumbrances), 4.10 (Standards Bodies), 4.21 (No Patent License) and 4.24 (Securities Representations), which shall survive indefinitely, all of Seller’s and Purchaser’s representations and warranties contained in this Agreement shall terminate as of the last day of the twelfth (12th) month following the month in which the Effective Date occurs.

  • Disputes shall be resolved exclusively by arbitration administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules in Dallas County, Texas, by a single arbitrator, who shall be experienced in resolving claims under agreements of a nature similar to this Agreement and, if the dispute involves claims arising under the Securities Representations or the Risk Factors, be knowledgeable respecting federal securities law.

  • Stock 8 3.2 Authority and Capacity 8 3.3 Absence of Conflicting Agreements or Required Consents 8 3.4 Interested Transactions 9 3.5 Securities Representations 9 3.6 Organization, Authority and Capacity 9 3.7 Authorization and Validity 9 3.8 Absence of Conflicting Agreements or Required Consents 10 3.9 Governing Documents of Sellers 10 3.10 Predecessors 10 3.11 Financial Statements 10 3.12 Absence of Changes 10 3.13 No Undisclosed Liabilities 12 3.14 Litigation, Etc.

  • Representations and Warranties of the Investor and Investor Parent 22 4.1 Organization, Good Standing and Qualification 22 4.2 Existence; Authorization; Legal Proceedings 22 4.3 Securities Representations 23 4.4 Brokers/Finders 23 5.

  • This case concerns waters subject to two water quality control plans that implement water quality standards (WQSs) issued by the California State Water Resources Control Board (SWRCB) and approved by EPA—the 1995 San Francisco Bay/Sacramento-San Joaquin Delta Estuary Water Quality Control Plan (“Bay-Delta Plan”) and the Sacramento River Basin and San Joaquin River Basin Plan (“Central Valley Plan”).


More Definitions of Securities Representations

Securities Representations means, for a prospective exchange of Preferred Stock for Parent Common Shares by a Holder,
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Related to Securities Representations

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 4.01, Section 4.02, Section 4.03 and Section 4.07.

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

  • Special Representations has the meaning set forth in Section 8.1.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Investment Representation Letter As defined in Section 5.02(b).

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Excluded Representations means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

  • Fundamental Representation has the meaning set forth in Section 9.1.

  • Specified Purchase Agreement Representations means such of the representations made by or with respect to a Specified Target, its Subsidiaries and their respective businesses in the definitive documentation governing the applicable Specified Purchase (the “Specified Purchase Agreement”) as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates shall have the right to terminate its obligations under the applicable Specified Purchase Agreement as a result of a breach of such representations in the applicable Specified Purchase Agreement without expense (as determined without regard to any notice requirement and without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), unless the Administrative Agent shall have consented thereto (such consent not to be unreasonably withheld, delayed or conditioned)).

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Representation Date shall have the meaning ascribed to such term in Section 4(k).

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Eligible Representations means those representations identified within the “Tests” included in Schedule B.

  • Additional Representation has the meaning specified in Section 3.

  • Representations and Warranties means the representations and warranties mentioned in Clause 4 hereto;