Compliance with Federal Securities Laws. Purchaser understands and acknowledges that the Shares have not been registered with the Securities and Exchange Commission ("SEC") under the Securities Act and that, notwithstanding any other provision of the Stock Option Agreement to the contrary, the exercise of any rights to purchase any Shares is expressly conditioned upon compliance with the Securities Act and all applicable state securities laws. Purchaser agrees to cooperate with the Company to ensure compliance with such laws. The Shares are being issued under the Securities Act pursuant to the exemption provided by SEC Rule 701.
Compliance with Federal Securities Laws. Purchaser understands and acknowledges that, in reliance upon the representations and warranties made by Purchaser herein, the Units have not been registered with the Securities and Exchange Commission (“SEC”) under the 1933 Act, but have been issued under an exemption or exemptions from the registration requirements of the 1933 Act which impose certain restrictions on Purchaser's ability to transfer the Units.
Compliance with Federal Securities Laws. The existence of a valid exemption to or compliance with the registration requirement of the Securities Act.
Compliance with Federal Securities Laws. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the Commission that may at any time permit a Holder to sell securities of the Company to the public without registration, and with a view to making it possible for Investors to have the Registrable Shares registered for resale pursuant to a registration on Form S-3 (or any successor form), the Company shall:
Compliance with Federal Securities Laws. (i) The New Notes will be issued without registration under the Securities Act pursuant to Section 3(a)(9) thereunder. Since the Initial Notes were registered securities, the New Notes to be received in the exchange will not be restricted securities as defined in clause (a)(3) of Rule 144 promulgated under the Securities Act.
Compliance with Federal Securities Laws. The Company is a closed-end management investment company that has elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and has registered its securities under the Securities Act, as amended, and Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). [ ]* The Registration Statement has been prepared and filed by the Company and has been declared effective by the Commission. Neither the Commission nor any state securities authority has issued any order preventing or suspending the use of any Prospectus filed with the Registration Statement or any amendments or supplements thereto, and no proceedings for that purpose have been instituted, or, to the Company’s knowledge, threatened or contemplated by the Commission or any state securities authority. At the time the Registration Statement became effective (the “Effective Date”) and at the time that any post-effective amendment thereto or any additional registration statement filed under Rule 462(b) of the Securities Act becomes effective, the Registration Statement or any amendment thereto: (i) complied, or will comply, as to form in all material respects with the requirements of the Securities Act and the Regulations and (ii) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 497 of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (the “Termination Date”), the Prospectus will comply in all material respects with the requirements of the Securities Act and the Regulations and will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Any Prospectus delivered to Ameriprise Financial will be identical to the electronically transmitted copies thereof filed with the Commission on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) except to the extent permitted by Regulation S-T.
Compliance with Federal Securities Laws. The Advisor is duly registered as an investment advisor under the Advisers Act and is not prohibited by the Advisers Act or the Investment Company Act from acting under the Advisory Agreement as contemplated by the Registration Statement and Prospectus. As such, the Advisor complies with all applicable provisions of the Advisers Act, the Investment Company Act, the Securities Act and the Exchange Act.
Compliance with Federal Securities Laws. You will comply with all applicable requirements of the Securities Act and the rules and regulations promulgated thereunder, including Regulation D. Specifically, but without limitation, neither you nor any person acting on your behalf will offer the Shares by means of any form of general solicitation or general advertising nor to any person or entity unless you or your licensed personnel have a substantial pre-existing business relationship with such person or entity. No advertisement, article, notice or other communication regarding the Offering will be published by you in any newspaper, magazine or similar medium or broadcast over television or radio. Neither you nor any of your agents will sponsor, hold or participate in any seminar or meeting regarding the Offering at which the persons attending have been invited by any general solicitation or general advertising. You and any person acting on your behalf will make offers of the Shares only to persons whom you and your agents have reasonable grounds to believe and do believe: (a) have such knowledge and experience in business and financial matters (either alone or together with a purchaser representative) that they are capable of evaluating the merits and risks of the prospective investment and of protecting their own interests in connection with the transaction and (b) meet the investor suitability requirements contained in the Memorandum. You and any person acting on your behalf will cooperate with the Companies so that the Shares are sold only to "accredited investors" as such term is defined in Rule 501 of Regulation D and you and your agents will exercise reasonable care to ensure that a purchaser is not an underwriter within the meaning of Section 2(11) of the Securities Act.
Compliance with Federal Securities Laws. AMHC shall use reasonable efforts to (i) take such action necessary to register under the federal securities laws the issuance of the AMHC Shares to be received by the policyholders of Indianapolis Life pursuant to the Combination and to maintain the effectiveness of such registration or (ii) diligently pursue the receipt from the SEC of assurance that the registration of the issuance of such AMHC Shares is not required under federal securities laws.
Compliance with Federal Securities Laws. All Supervised Persons must comply with applicable federal securities laws. The applicable laws are designed to prevent the following practices, which should not be viewed as all encompassing and are not intended to be exclusive of others. Supervised Persons must never: o Defraud any client in any manner; o Mislead any client, including by making a statement that omits material facts; o Engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon any client, including misappropriation of an investment opportunity; o Engage in any manipulative practice with respect to any client or security, including price manipulation.
