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 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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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.

  • 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.

  • Securities Representations .......................................................

  • 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.

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


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 Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • 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 set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).

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

  • Specified Purchase Agreement Representations means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

  • 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.

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.