ARRANGEMENT TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS Sample Clauses

ARRANGEMENT TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS. The transactions contemplated under the Arrangement shall comply with all applicable provisions of: (i) the YBCA, (ii) exemption provisions of Section 3(a)(10) of the Securities Act of 1933, and (iii) all other applicable laws other than any non-compliance that would not prevent INPM or DTV from consummating the transactions under the Arrangement and would not have a material adverse effect on the businesses of INPM and DTV, taken as a whole on a pro-forma basis. For the avoidance of doubt, the Parties acknowledge and agree that the initial listing requirements of Nasdaq may be required to be met upon consummation of the Arrangement and that the failure to meet such requirements shall not affect any of the obligations of the parties hereto.
Sample 1
AutoNDA by SimpleDocs
ARRANGEMENT TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS. The transactions contemplated under the Arrangement shall comply with all applicable provisions of: (i) the Yukon Business Corporations Act, (ii) exemption provisions of Section 3(a)(10) of the U.S. Securities Act of 1933, and (iii) all other applicable laws. The Parties acknowledge and agree that the initial listing requirements of Nasdaq may be required to be met upon consummation of the Arrangement, and that the listing of DTV on CDNX may be suspended pending closing of the Arrangement. Further, the Parties acknowledge that the Arrangement will require prospectus level proxy circulars to shareholders of each of DTV and INPM, approval of the Arrangement by a two-thirds majority of the DTV shareholders casting votes on the matter, approval by the necessary majority of INPM shareholders of an increase in the authorized capital of INPM sufficient to effect the Arrangement and the Share Exchange Agreement between C4, INPM and others of even date herewith (the "Share Exchange Agreement"), and a court hearing on the fairness of the Arrangement to shareholders. C4 AGREES TO THE ARRANGEMENT. C4 consents to DTV and INPM entering into this agreement and, subject to its terms and the conditions and those of the Share Exchange Agreement, C4 agrees to sell its control block of DTV shares to INPM prior to Closing of the Arrangement. C4 acknowledges that its agreement to sell its control block of shares to INPM constitutes a fundamental part of the consideration for INPM and DTV's agreements herein.
Sample 1

Related to ARRANGEMENT TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS

  • Compliance with Applicable Laws and Regulations (a) The Company shall not be required to issue or deliver any Shares pursuant to this Agreement pending compliance with all applicable federal and state securities and other laws (including any registration requirements or tax withholding requirements) and compliance with the rules and practices of any stock exchange upon which the Company’s Shares are listed.

  • Compliance with Applicable Laws, Rules and Regulations The Dealer Manager represents to the Company that (a) it is a member of FINRA in good standing, and (b) it and its employees and representatives who will perform services hereunder have all required licenses and registrations to act under this Agreement. With respect to its participation and the participation by each Participating Dealer in the offer and sale of the Offered Shares (including, without limitation, any resales and transfers of Offered Shares), the Dealer Manager agrees, and, by virtue of entering into the Participating Dealer Agreement, each Participating Dealer shall have agreed, to comply with any applicable requirements of the Securities Act and the Exchange Act, applicable state securities or blue sky laws, and, specifically including, but not in any way limited to, NASD Conduct Rules 2340 and 2420, and FINRA Conduct Rules 2310, 5130 and 5141.

  • Laws and Regulations Notwithstanding any provision of this Agreement to the contrary, no Party shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such Party to be in violation of any applicable law, statute, rule or regulation.

  • Comply with Laws It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

  • Transfer to Comply with the Securities Act This Warrant, and the Warrant Shares, have not been registered under the 1933 Act. This Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the Holder.

  • Obligation to comply with notice The Borrower shall comply with a notice under Clause 6.1 by the date specified in the notice.

  • Failure to Comply with the 1934 Act So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.

  • Compliance with Other Laws and Regulations This Agreement, the grant of Restricted Shares and issuance of Common Stock shall be subject to all applicable federal and state laws, rules, regulations and applicable rules and regulations of any exchanges on which such securities are traded or listed, and Company rules or policies. Any determination in which connection by the Committee shall be final, binding and conclusive on the parties hereto and on any third parties, including any individual or entity.

  • Governmental Rules and Regulations The provisions of this Agreement are subject to any and all present and future statutes, orders, rules and regulations of any duly constituted authority having jurisdiction of the relationship and transactions defined by this Agreement.

  • TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933 This Warrant or the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may not be sold or otherwise disposed of except as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.