Registration Exemptions. Holder understands that this Warrant and the Shares issued upon exercise of this Warrant and any securities such Shares may be convertible or exchangeable into have not been registered with the Securities and Exchange Commission of the United States or the securities commission of any state or any securities authority in any Province or Territory in Canada by reason of their issuance in a transaction either: (i) exempt from the registration requirements of the Act pursuant to Section 4(2) thereof or Rule 506 promulgated thereunder; or (ii) not subject to the registration requirements of the Act pursuant to Regulation S, nor have they been qualified by a prospectus under the laws of any province or territory of Canada and, accordingly, are subject to resale restrictions and may not be offered or sold except pursuant to an effective registration statement under the Act or receipted final prospectus under provincial or territorial laws unless offered or sold pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Act or the prospectus or other requirements of the laws of the applicable province or territory and in accordance with applicable state, provincial and territorial securities laws. In addition, Xxxxxx represents that it is familiar with Rule 144 promulgated pursuant to the Act and understands the resale limitations imposed hereby and by the Act. Holder understands that no public market presently exists for any securities of the Company, and there can be no assurance that any such market will be created.
Registration Exemptions. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Act, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13(a) and 15(d) of the Exchange Act and the rules and regulations adopted by the Commission thereunder.
Registration Exemptions. Notwithstanding Sections 1.2 and 1.3 above, the Company shall not be obligated to take any action to effect any such registration, qualification or compliance:
Registration Exemptions. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which at any time permit the sale of the Registrable Securities to the public without registration, so long as any Holder still owns Registrable Securities, the Company shall use its commercially reasonable efforts to:
Registration Exemptions. For so long as the REIT and the OPCO are subject to the reporting requirements of Section 13 or 15 of the Exchange Act, the REIT and the OPCO covenant that they will file the reports required to be filed by them under the Securities Act and Section 13(a) and 15(d) of the Exchange Act and the rules and regulations adopted by the Commission thereunder.
Registration Exemptions. Holder understands that this Warrant and the Shares issued upon exercise of this Warrant and any securities such Shares may be convertible or exchangeable into have not been registered with the Securities and Exchange Commission of the United States or the securities commission of any state or any securities authority in any province or territory of Canada by reason of their issuance in a transaction either: (i) exempt from the registration requirements of the Act pursuant to Section 4(a)(2) thereof or Rule 506 promulgated thereunder; or (ii) not subject to the registration requirements of the Act pursuant to Regulation S, nor have they been qualified by a prospectus under the laws of any province or territory of Canada and, accordingly, are subject to resale restrictions and may not be offered or sold except pursuant to an effective registration statement under the Act or receipted final prospectus under applicable Canadian provincial or territorial laws unless offered or sold pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Act or the prospectus or other requirements of applicable Canadian securities law. In addition, Holder represents that it is familiar with Rule 144 promulgated pursuant to the Act and understands the resale limitations imposed hereby and by the Act and applicable Canadian securities law.
Registration Exemptions. As explained in the rule proposal, the Commission believes that it can provide clarity to its registration requirements under part 30 by specifically addressing, in Rule 30.4, when registration by an FFOB is not required. Thus, the Commission has amended Rule 30.4(a) * * * * * SUPPLEMENTARY INFORMATION: Issued in Washington, DC, on August 5, 2004, by the Commission. Xxxx X. Xxxx, Secretary of the Commission. [FR Doc. 04–18349 Filed 8–11–04; 8:45 am] BILLING CODE 6351–01–P COMMODITY FUTURES TRADING COMMISSION 17 CFR Part 30 RIN 3038–AB45 Foreign Futures and Foreign Options Transactions AGENCY: Commodity Futures Trading Commission.
Registration Exemptions. The Holder understands that this Warrant and the Shares issued upon exercise of this Warrant have not been and will not be registered under the U.S. Securities Act or with the securities commission of any state by reason of their issuance in a transaction that is or will be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 4(a)(2) thereof, nor have they been qualified by a prospectus under the laws of any province or territory of Canada and, accordingly, are subject to resale restrictions and may not be offered or sold except pursuant to an effective registration statement under the U.S. Securities Act or a receipted final prospectus under provincial or territorial laws unless offered or sold pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act or the prospectus or other requirements of the laws of the applicable province or territory and in accordance with applicable state, provincial and territorial securities laws. In addition, the Holder represents that it is familiar with Rule 144 promulgated pursuant to the U.S. Securities Act and understands the resale limitations imposed hereby and by the U.S. Securities Act.
Registration Exemptions. Holder understands that this Warrant and the Shares issued upon exercise of this Warrant have not been registered under the Act or with the securities commission of any state by reason of their issuance in a transaction exempt from the registration requirements of the Act pursuant to Section 4(a)(2) thereof or Rule 506 promulgated thereunder; and, accordingly, are subject to resale restrictions and may not be offered or sold except pursuant to an effective registration statement under the Act, or in a transaction not subject to the registration requirements of the Act. In addition, Holder represents that it is familiar with Rule 144 promulgated pursuant to the Act and understands the resale limitations imposed hereby and by the Act.
Registration Exemptions. Assuming the truth of the Investors' representations and warranties contained in Article 4, the offer, sale and issuance of the Series B Stock (and any shares of Common Stock issuable on conversion thereof) are exempt from the registration requirements of the Securities Act and state securities laws. The Options and all of the other Securities issued and outstanding immediately after the Closing will have been offered and sold or will be offered and sold pursuant to valid exemptions from the registration requirements of the Securities Act and any applicable state securities and blue sky laws. As of the Closing Date, no agreements or instruments providing for the issuance or sale of shares of Series B Stock by the Company, other than this Agreement and the Related Documents, will be in existence.
