State Securities Act definition

State Securities Act means, collectively, the securities law of any State that is applicable to this Note or the Common Stock and any regulations promulgated thereunder.
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Examples of State Securities Act in a sentence

  • I understand that you will rely upon the information contained herein since the Company's Common Shares ("Shares") will not be registered under the Act or any State Securities Act, in reliance upon the exemptions from registration provided by Sections 4(2) and/or 4(6) of the Act and Rule 504 of Regulation D and corresponding provisions of relevant State Securities Acts.

  • Seller understands that the Transaction Shares that it will acquire pursuant to this Agreement have not been registered under the United State Securities Act of 1933, as amended (the "Act").

  • Warrantholder understands and acknowledges that the shares of Common Stock or other securities to be issued upon exercise hereof have not been registered with the SEC under the Securities Act, but have been issued under an exemption or exemptions from the registration requirements of the Securities Act, and they have not been registered under any State Securities Act.

  • This provision shall not apply to the Company seeking financing from a bank as defined by Section 3(a)(6) of the Securities Exchange Act of 1934 or to any firmly-underwritten equity securities offering registered under the Securities Act of 1933 or any State Securities Act.

  • Respondents shall cease and desist from violating the Texas State Securities Act and will comply with the Texas State Securities Act.

  • This opinion is given in connection with the registration under the United State Securities Act of 1933, as amended (the ACT), of 12,000,000 ordinary shares of 50p each (SHARES) in the capital of Powergen plc, a company registered in England and Wales, (the COMPANY) to be issued pursuant to the Powergen Long-Term Incentive Plan - Roger Hale (the PLAN).

  • XXXX is not obligated to register the resale of any of its common stock on behalf of any shareholder of XXXX under the United State Securities Act of 1933.

  • Each certificate of stock of the corporation shall have the following legends conspicuously typewritten or printed upon its face: "The stock represented by this certificate is subject to restriction on transferability under Article XII of the Bylaws of the Corporation." "The securities represented hereby have not ben registered under the Securities Act of 1933 or any State Securities Act.

  • The Optionee acknowledges and agrees that the Company’s securities being offered to it under this Agreement are, or will be, “restricted securities” within the meaning of the United State Securities Act of 1933 (the “Securities Act”) as they are being issued to the Optionee in a transaction not involving a public offering and that the Option Shares may be resold only in limited circumstances.

  • Furthermore, the Secretary of the Corporation, or the Transfer Agent, if any, may refuse to transfer any shares of stock, except upon the issuance of a favorable written opinion of legal counsel for the Corporation to the effect that the resale, pledge, hypothecation or other transfer of the stock of the Corporation shall not be in violation of any Federal or State Securities Act, or any rule or regulation promulgated thereunder.

Related to State Securities Act

  • 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.

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

  • 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;

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

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

  • 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;

  • 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.

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

  • 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.

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

  • Private Securities Transaction means any securities transaction relating to new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the Financial Industry Regulatory Authority’s (FINRA) Conduct Rules, transactions among immediate family members (as defined in the interpretation of the FINRA Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal securities transactions in investment company and variable annuity securities shall be excluded.

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

  • Applicable Securities Law means (i) with respect to any offering of securities in the United States, 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 securities 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, or any related act or omission in that jurisdiction, the applicable securities laws of that jurisdiction.

  • Rule 144A Securities means all Initial Securities offered and sold to QIBs in reliance on Rule 144A.

  • 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.

  • Canadian securities legislation means the applicable securities legislation in force in each province and territory of Canada, all regulations, rules, orders and policies made thereunder and all multilateral and national instruments adopted by the securities regulatory authorities.

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

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

  • Securities lending or "securities borrowing" means a transaction by which a counterparty transfers securities subject to a commitment that the borrower will return equivalent securities on a future date or when requested to do so by the transferor, that transaction being considered as securities lending for the counterparty transferring the securities and being considered as securities borrowing for the counterparty to which they are transferred;

  • 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).

  • 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;

  • Securities Lending Agreement means an agreement under which a local agency agrees to transfer securities to a borrower who, in turn, agrees to provide collateral to the local agency. During the term of the agreement, both the securities and the collateral are held by a third party. At the conclusion of the agreement, the securities are transferred back to the local agency in return for the collateral.

  • Securities Trading Act means the Securities Trading Act of 2007 no.75 of the Relevant Jurisdiction.