fact Sample Clauses

fact. If in fact the undersigned is an affiliate of the Company under the Securities Act, the undersigned's ability to sell, assign or transfer the Buyer Common Stock received by the undersigned in exchange for any shares of the Company Common Stock in connection with the Merger may be restricted unless such transaction is registered under the Securities Act or an exemption from such registration is available. The undersigned understands that such exemptions are limited and the undersigned has obtained or will obtain advice of counsel as to the nature and conditions of such exemptions, including information with respect to the applicability to the sale of such securities of Rules 144 and 145(d) promulgated under the Securities Act. The undersigned hereby represents to and covenants with Buyer that the undersigned will not sell, assign, transfer or otherwise dispose of any of the Buyer Common Stock received by the undersigned in exchange for shares of the Company Common Stock in connection with the Merger except (i) pursuant to an effective registration statement under the Securities Act, (ii) in conformity with the volume and other limitations of Rule 145 promulgated under the Securities Act or (iii) in a transaction which, in the opinion of counsel of Buyer or as described in a "no-action" or interpretive letter from the Staff of the SEC specifically issued with respect to a transaction to be engaged in by the undersigned, is not required to be registered under the Securities Act. The undersigned understands that Buyer is under no obligation to register the sale, assignment, transfer or other disposition of the Buyer Common Stock to be received by the undersigned in the Merger or to take any other action necessary in order to make compliance with an exemption from such registration available. The undersigned acknowledges and agrees that the legend set forth below will be placed on certificates representing the shares of Buyer Common Stock received by the undersigned in connection with the Merger or held by a transferee thereof, which legend will be removed by delivery of substitute certificates upon evidence of compliance with Rule 145 under the Securities Act and, if requested by Buyer, receipt of an opinion in form and substance reasonably satisfactory to Buyer from counsel reasonably satisfactory to Buyer to the effect that such legend is no longer required for purposes of the Securities Act. There will be placed on the certificates for Buyer Common Stock is...
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fact. The NHS has already been opened up to competition law and marketisation, e.g. through the Health & Social Care Act (2012). TTIP will prevent any future UK government from reversing this position. It will also ensure multinational healthcare corporations based in the US receive the same treatment as NHS providers, including equal access to NHS funding. Myth: Big corporations will not be able to use investment protection provisions to challenge UK laws. Fact: Investor protection measures in TTIP allow transnational corporations to by-­‐pass domestic courts and directly xxx national governments when they believe that new legislation threatens to put their company profits (or anticipated profits) at risk. The type of measure included in TTIP (currently Investor State Dispute Settlement or ISDS) is under review. However, the fear remains that the substantial damages and cost of being sued under investor protection provisions will put a ‘chill’ on government legislation. Myth: the sovereignty of national governments to regulate will not be affected.
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fact. In addition, and at no cost to Pledgee, Pledgor will register the Securities so that they may be disposed of by public sale or other public disposition. Upon the completion of the registration, Pledgor will deliver certificates without any restrictive legend in exchange for the unregistered Securities. Pledgor shall indemnify and hold Pledgee harmless against any loss, claim, damage, or liability arising out of the registration process, and will reimburse Pledgee for any legal or other expenses incurred by Pledgee as a result.
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fact shall purchase the Defeasance Collateral that Borrower is required to deliver to Lender pursuant to Section 9(b)(i)(C)(1). If such an agreement is made then Borrower shall deposit with Lender or Lender's servicer or other agent, as directed by Lender or Lender's agent(s), on or prior to the Release Date a sum of money sufficient to purchase the Defeasance Collateral. By making such deposit Borrower shall thereby appoint Lender or Lender's servicer or other agent as Borrower's agent and attorney-in-fact, with full power of substitution, for the purpose of purchasing the Defeasance Collateral with the funds so provided and delivering the Defeasance Collateral to Lender pursuant to Section 9(b)(i)(C)(1).
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fact. The SLA agreement authorized WD funding for one full time ground maintenance reservoir worker, not to exceed $50,674. Quarterly and periodic reports concerning reservoir maintenance, water levels and inspections are required. Finding: The Grand Jury audit revealed total payments for the worker of $84,888 thus exceeding the authorized SLA amount by $34,214. Managers at the WD and P & R were unaware of the overcharge. Further investigation found no evidence of maintenance reporting as stipulated between the WD and P & R. RECOMMENDATIONS The Grand Jury recommends that the Mayor and San Diego City Council:
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Related to fact

  • Misstatement No benefits shall be paid under this Agreement if the Executive makes any material misstatement of fact on any application or resume provided to the Bank, on any application for life insurance purchased by the Bank, or on any application for benefits provided by the Bank.

  • FACTS 1. The Superintendent is the official charged with administering and enforcing Maine’s insurance laws and regulations.

  • Misstatements The Company shall notify the holders at any time when a prospectus relating to such registration statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or an omission to state a material fact required to be stated in a registration statement or prospectus, or necessary to make the statements therein in the light of the circumstances under which they were made not misleading (a “Misstatement”), and then to correct such Misstatement.

  • Representation or Warranty Any representation or warranty by the Company or any Subsidiary made or deemed made herein, in any other Loan Document, or which is contained in any certificate, document or financial or other statement by the Company, any Subsidiary, or any Responsible Officer, furnished at any time under this Agreement, or in or under any other Loan Document, is incorrect in any material respect on or as of the date made or deemed made; or

  • No Additional Representation or Warranties Except as provided in this Article V, neither Acquiror nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

  • Material Misstatements or Omissions Neither this Agreement nor any other document, certificate or statement furnished to Seller by or on behalf of Purchaser in connection with this Agreement contains any untrue statement of a material fact, or omits any material fact necessary to make the statements contained herein and therein not misleading in light of the context in which they were made.

  • Misstatement of Age If the age of a Member has been misstated, all Premiums payable under this Agreement shall be calculated based on the Premium due based on the Member’s correct age. If the correction of the Member’s age results in an increase in the Premium due, the Subscriber shall pay CareFirst BlueChoice or the Exchange the increased Premium due by the next Premium Due Date after notification by CareFirst BlueChoice or the Exchange. If, due to the correction in the Member’s age, a Subscriber has paid a Premium, or portion of a Premium, not due, CareFirst BlueChoice’s liability is limited to a refund, on request, of any excess Premium paid for the period during which the Member’s age was misstated.

  • Findings 2. Based on the information known by or provided to the Department, the following findings are asserted for purposes of this Contract:

  • No Misstatement or Material Omission The Agent shall not have advised the Company that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Agent’s reasonable opinion is material, or omits to state a fact that in the Agent’s reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

  • Representation No employee or group of employees shall undertake to represent the Union at meetings with the Employer without the proper authorization of the Union. To implement this, the Union shall supply the Employer with the names of its officers and similarly, the Employer shall supply the Union with a list of its supervisory or other personnel with whom the Union may be required to transact business.

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