Delivery Requirements for Exemption Sample Clauses

Delivery Requirements for Exemption. For the Ownership Limit Waiver to be effective with respect to any Person, such Person must deliver to the Secretary of the Company prior to such Person's Acquisition of Redemption Shares, which Acquisition would cause such Person to Beneficially Own capital stock of the Company in excess of the Ownership Limit, (i) an executed counterpart signature page to this Agreement, unless such Person is a signatory to this Agreement, and (ii) an executed certificate of representations and covenants, the form of which is attached hereto as Exhibit A ("Certificate"). Any Person that delivers an executed Certificate shall be deemed to have made the representations and covenants set forth in such Certificate. Each such Person's execution of this Agreement or a counterpart signature page shall evidence such Person's agreement that any violation of the representations and covenants set forth in the Certificate or any attempted violation thereof will subject such Person to all of the remedies set forth in Article XII of the Charter with respect to all capital stock of the Company, if any, held in excess of the Ownership Limit by such Person (determined without regard to the Ownership Limit Waiver), including the automatic exchange of all Redemption Shares in excess of the Ownership Limit for Excess Stock in accordance with Section 12.3(b) of the Charter.
Sample 1
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Related to Delivery Requirements for Exemption

  • Delivery Requirements On the Delivery Date of the Aircraft, each of the following will occur:

  • Registration or Exemption Requirements Purchaser further acknowledges and understands that the Securities may not be resold or otherwise transferred except in a transaction registered under the Securities Act or unless an exemption from such registration is available.

  • Reliance on Exemptions The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

  • Offering Exemption Assuming the truth and accuracy of the representations and warranties contained in Section 7, this issuance and delivery to the Holder of this Note is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and will be registered or qualified (or exempt from registration or qualification) under applicable state securities and “blue sky” laws, as currently in effect.

  • Compliance with Prospectus Delivery Requirements The Company shall have complied with the provisions of Sections 2(g) and 3(e) hereof with respect to the furnishing of Prospectuses.

  • Securities Law Exemption Assuming the truth and accuracy of each Investor’s representations set forth in this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

  • Compliance with Securities Act; Reliance on Exemptions Such Purchaser understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. Such Purchaser understands and agrees that the Securities are being offered and sold to such Purchaser in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.

  • Securities Law Exemptions Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 1(b) (including Annex C hereto) and their compliance with their agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act.

  • Prospectus Delivery Requirement Each Purchaser understands that the Securities Act may require delivery of a prospectus relating to the Common Stock in connection with any sale thereof pursuant to a registration statement under the Securities Act covering the resale by such Purchaser of the Common Stock being sold, and each Purchaser shall comply with the applicable prospectus delivery requirements of the Securities Act in connection with any such sale.

  • Blue Sky Requirements The Company shall provide counsel to the Representative with ten copies of all proxy information and all related material filed with the Commission in connection with a Business Combination concurrently with such filing with the Commission. In addition, the Company shall furnish any other state in which its initial public offering was registered, such information as may be requested by such state.

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