Certain Securities Law Matters. Assuming the accuracy of the representations and warranties of the Holder set forth in Article III hereof, the Shares may be issued to the Holder pursuant to this Agreement without registration under the Securities Act by reason of Section 4(2) thereof and similar provisions under applicable state securities laws.
Certain Securities Law Matters. The Corporation is not a reporting issuer or the equivalent thereof in any jurisdiction and is not in default of any material requirement of the Securities Laws. The Corporation is not required to file reports with the United States Securities and Exchange Commission pursuant to Section 13(a) or Section 15(d) of the U.S. Exchange Act.
Certain Securities Law Matters. The Corporation is a reporting issuer or the equivalent only in the Reporting Jurisdictions and is not noted as being in default of any material requirement of Applicable Securities Laws. The Corporation is not a reporting company (or the equivalent) under the securities laws of the United States.
Certain Securities Law Matters. The Corporation is not in default of any material requirement of the Securities Laws.
Certain Securities Law Matters. The Shares may be issued to the Holder pursuant to this Agreement without registration under the 1933 Act by virtue of Section 3(a)(9) of the 1933 Act. For purposes of Rule 144, the Holder will be entitled to tack the holding period of the Debentures to the holding period of the Shares and, so long as (x) the aggregate period during which the Debentures and the Shares are held is at least two years and (y) at the time of determination the Holder is not and has not for the preceding three months been an “affiliate” (as such term is defined in Rule 144) of the Company, the Shares may be sold pursuant to Rule 144(k).
Certain Securities Law Matters. (a) The Shares shall not be sold, assigned, transferred or pledged except upon satisfaction of the conditions specified in this Section 5, which conditions are intended to ensure compliance with the provisions of the Act. The undersigned will cause any proposed purchaser, assignee, transferee or pledgee of the Shares held by the undersigned to agree to take and hold such securities subject to the provisions and conditions of this Section 5.
Certain Securities Law Matters. The Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated pursuant to the Securities Act of 1933. The Investor has substantial experience in evaluating and investing in securities in companies similar to the Company so that the Investor is capable of evaluating the merits and risks of the Investor’s investment in the Company and has the capacity to protect the Investor’s own interests. The Investor is acquiring the RBC Stock for investment for the Investor’s own account, not as a nominee or agent, and not with the view towards, or for resale in connection with, any public sale or distribution thereof; provided, however, that by making the representations herein, the Investor does not agree to hold any of the RBC Stock being purchased by it for any minimum or other specific term and reserves the right to dispose of the RBC Stock being purchased by it at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act of 1933. The Investor understands that the offer and sale of the RBC Stock has not been, and will not be, registered under applicable Federal or state securities laws, except pursuant to the Investors’ Rights Agreement.
Certain Securities Law Matters. The Common Shares are listed only on the Stock Exchange, the Corporation is a reporting issuer or the equivalent only in the Reporting Jurisdictions and is not in default of any requirement of the Securities Laws of any of them and the Purchased Shares are not registered under the 1933 Act. The Common Shares are also quoted in the United States on the OTC Bulletin Board.
Certain Securities Law Matters. Assuming the accuracy of the representations and warranties of the Holders contained in Section 4 hereof, the issuance of the New Notes and the Conversion Shares in accordance with the terms of the New Notes (collectively, the “Securities”) will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.
Certain Securities Law Matters. Without limiting the provisions of the Plan and/or the Option Agreement, Optionee understands and agrees that the Company shall be entitled to cause appropriate legends to be placed upon any certificate(s) evidencing ownership of the Shares that may be required by the Company in connection with state or federal securities laws, the Option Agreement and/or the Plan.
