SEC Rule Sample Clauses

SEC Rule. 17a-8 relating to "Financial record keeping and reporting of currency and foreign transactions".
SEC Rule. 17a-8 relating to "Financial recordkeeping and reporting of currency and foreign transactions".
SEC Rule. If the Contingent Liability is based upon or arises out of any violation or alleged violation of any state or federal securities law or any duties or obligations under any other statute or common law with respect to any information contained in or omitted from the Form S-1 Registration Statement for the initial public offering of Metris, or any other Metris disclosure document including but not limited to reports on Form 10 (collectively, the "Disclosure Documents"), the Contingent Liability shall be allocated entirely to Metris unless the Contingent Liability arises from a misstatement or omission in one of the sections of the Disclosure Documents listed in Schedule III of this Agreement, in which case the Contingent Liability shall be allocated solely to Fingerhut. If the foregoing allocation rule is held not to be enforceable in a final judgment by a court of competent jurisdiction as against public policy or unavailable for any reason, then the Contingent Liability shall be allocated to each Party based on the relative fault of each Party in connection with the statements or omissions that resulted in the Contingent Liability, assigning fault entirely to the Party supplying the information in cases arising from a misstatement of information in the Disclosure Documents. 11

Related to SEC Rule

  • RULE 144A AND RULE 144 The Company agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

  • Rule 144 Sales (a) The Company covenants that it will file the reports required to be filed by the Company under the Securities Act and the Exchange Act, so as to enable any Holder to sell Registrable Securities pursuant to Rule 144 under the Securities Act.

  • Rule 144; Rule 144A With a view to making available to the Investor and Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its reasonable best efforts to:

  • Rule 144 Reporting With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its best efforts to:

  • Rule 144 Requirements After the earliest of (i) the closing of the sale of securities of the Company pursuant to a Registration Statement, (ii) the registration by the Company of a class of securities under Section 12 of the Exchange Act, or (iii) the issuance by the Company of an offering circular pursuant to Regulation A under the Securities Act, the Company agrees to:

  • Rule 144 Compliance With a view to making available to the holders of Registrable Securities the benefits of Rule 144 under the Securities Act 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 or pursuant to a registration on Form S-3 (or any successor form), the Company shall:

  • Rule 10b-18 In connection with bids and purchases of Shares in connection with any Net Share Settlement or Cash Settlement of any Transaction, Dealer shall use commercially reasonable efforts to conduct its activities, or cause its affiliates to conduct their activities, in a manner consistent with the requirements of the safe harbor provided by Rule 10b-18 under the Exchange Act, as if such provisions were applicable to such purchases and taking into account any applicable Securities and Exchange Commission no-action letters as appropriate, and subject to any delays between the execution and reporting of a trade of the Shares on the Exchange and other circumstances beyond Dealer’s control.

  • Exchange Act “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

  • Rule 145 Affiliates Within 30 days after the date of this Agreement, PSNC shall identify in a letter to SCANA and SCANA shall identify in a letter to PSNC, all persons who are, and to such person's best knowledge who will be at the Closing Date, "affiliates" of PSNC and SCANA, respectively, as such term is used in Rule 145 under the Securities Act. Each of SCANA and PSNC shall use all reasonable efforts to cause its affiliates (including any person who may be deemed to have become such an affiliate after the date of the letter referred to in the prior sentence) to deliver to SCANA on or prior to the Closing Date a written agreement substantially in the form attached as Exhibit 7.7 (each, an "Affiliate Agreement").

  • Rule 144A Information For so long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, each Transferor and each of the Owner Trustee, the Indenture Trustee and the Servicer agree to cooperate with each other to provide to any Holders of such Series, Class or Tranche and to any prospective purchaser of Assets Pool One Notes designated by such Noteholder, upon the request of such Noteholder or prospective purchaser, any information required to be provided to such Holder or prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the Securities Act.