Resales of Securities by Purchasers Sample Clauses

Resales of Securities by Purchasers. Each Purchaser acknowledges, covenants and agrees that the Securities may and will only be resold by it (a) in compliance with Regulation S; or (b) pursuant to an exemption from registration under the 1933 Act other than Regulation S; or (c) pursuant to an effective and current registration statement under the 1933 Act. Each Purchaser agrees that it shall not make any offers or sales of the Securities prior to the expiration of the Restricted Period to any U.S. person or for the account or benefit of any U.S. person and any such offers or sales prior to such expiration shall otherwise be made in compliance with the provisions of Regulation S. In connection with any sale or transfer of the Securities prior to the end of the Restricted Period, the Purchaser transferring such Securities will obtain and deliver to the Company a certificate of the prospective transferee confirming that: (i) the prospective transferee is not a U.S. person; (ii) the securities have been offered and sold or transferred to the prospective transferee outside the United States, and the prospective transferee has no present intention to reoffer or resale the Securities to a U.S. person or in the United States; (iii) prior to the end of the Restricted Period, the prospective transferee will not offer to sell the Securities to a U.S. person or for the account or benefit of a U.S. person or in the United States; and (iv) if the prospective transferee effects any further transfer, offer or sale of the Securities prior to the end of the Restricted Period, such transfer, offer or sale shall comply with the terms of Regulation S and the prospective transferee will obtain and deliver to the Company a certificate of the subsequent transferee to the effect of clauses (i)-(iv) of this sentence.
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Related to Resales of Securities by Purchasers

  • Resales of Securities The Investor represents, warrants and covenants that it will resell Securities purchased or acquired by the Investor from the Company pursuant to this Agreement only pursuant to the Registration Statement in which the resale of such Securities is registered under the Securities Act and the Prospectus contained therein, in a manner described under the caption “Plan of Distribution” in such Registration Statement and Prospectus, and in a manner in compliance with all applicable U.S. federal and applicable state securities laws, rules and regulations.

  • Sales of Securities PFPC Trust shall settle sold securities upon receipt of Oral Instructions or Written Instructions that specify:

  • Sale and Purchase of Securities Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser irrevocably subscribes for and agrees to purchase, the number of Units set forth on the signature page of this Agreement at a purchase price of $1.80

  • Purchases of Securities PFPC Trust shall settle purchased securities upon receipt of Oral Instructions or Written Instructions that specify:

  • Prior Sales of Securities Except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not sold or issued any shares of Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, stock option plans or other employee compensation plans or pursuant to outstanding preferred stock, options, rights or warrants or other outstanding convertible securities.

  • Terms of Securities A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depositary for such Global Security or Securities.

  • Purchase of Securities Promptly upon each purchase of Securities for the Fund, Written Instructions shall be delivered to the Custodian, specifying (i) the name of the issuer or writer of such Securities, and the title or other description thereof, (ii) the number of shares, principal amount (and accrued interest, if any) or other units purchased, (iii) the date of purchase and settlement, (iv) the purchase price per unit, (v) the total amount payable upon such purchase, and (vi) the name of the person to whom such amount is payable. The Custodian shall upon receipt of such Securities purchased by the Fund pay out of the moneys held for the account of the Fund the total amount specified in such Written Instructions to the person named therein. The Custodian shall not be under any obligation to pay out moneys to cover the cost of a purchase of Securities for the Fund, if in the Fund Custody Account there is insufficient cash available to the Fund for which such purchase was made.

  • Purchases and Sales of Securities The Company shall not, and shall use its best efforts to cause its affiliates (as defined in Rule 405 under the 0000 Xxx) not to, purchase and then resell or otherwise transfer any Securities.

  • Repurchase of Securities AT THE OPTION OF THE HOLDER UPON A CHANGE IN CONTROL

  • Delivery of Securities Sold Notwithstanding Section 4.03 above or any other provision of this Agreement, the Custodian, when instructed to deliver Securities against payment, shall be entitled, if in accordance with generally accepted market practice, to deliver such Securities prior to actual receipt of final payment therefor. In any such case, the Fund shall bear the risk that final payment for such Securities may not be made or that such Securities may be returned or otherwise held or disposed of by or through the person to whom they were delivered, and the Custodian shall have no liability for any for the foregoing.

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