Securities Law Actions Sample Clauses

Securities Law Actions. To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state, or local statutory law; or
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Securities Law Actions. 4 2.5. Capital Contribution.............................................. 5
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Securities Law Actions. (a) Bio-Vascular and Vital Images will prepare, and file with the Commission, the Form 10, which shall include the Information Statement, setting forth appropriate disclosure concerning Vital Images, the Distribution and any other appropriate matters required to be stated therein or determined to be included therein by Bio-
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Securities Law Actions. Prior to the Distribution Date: ----------------------
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Securities Law Actions. To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for (i) an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of Exchange Act or similar provisions of any federal, state or local law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act or any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or (iii) the payment to the Company of profits arising from the purchase, sale or other acquisition or transfer by the Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act; or
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Securities Law Actions. (a) Epitope and Agritope will prepare, and file with the Commission, the Form S-1, including the Distribution Prospectus. Epitope and Agritope shall use reasonable efforts to cause the Form S-1 to become effective under the Securities Act, and, as soon as practicable after the Distribution Date, Epitope shall mail the Distribution Prospectus to holders of Epitope Stock as of the Record Date. The joint obligations of Epitope and Agritope under this Section 2.4(a) shall not affect their respective obligations of indemnity under Article 4 hereof.
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Securities Law Actions. ACX and CTI shall have prepared and ---------------------- filed with the SEC, the Form 10, which shall include or incorporate by reference the Information Statement setting forth appropriate disclosure concerning CTI, the Distribution and any other appropriate matters required to be stated therein. ACX and CTI shall update, supplement and amend this information and shall use reasonable efforts to cause the Form 10 to become effective under the Exchange Act, and thereafter ACX shall mail the Information Statement to holders of ACX Common Stock as of the Record Date.
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Securities Law Actions. Prior to the Distribution Date: ---------------------- (a) ATL and SONO will prepare and file with the Securities and Exchange Commission (the "Commission") the General Form For Registration of Securities on Form 10, including the Information Statement (collectively, the "Form 10"), setting forth disclosures concerning SONO, the Distribution, and any other appropriate matters. In addition, ATL and SONO will prepare and file with the Commission any other forms or other documents, if any, required for the registration of the shares of SONO Common Stock pursuant to the SONO stock-based compensation plans. ATL and SONO shall use reasonable efforts to cause the Form 10 and any other forms to become effective as soon as practicable after filing. ATL shall mail the Information Statement to holders of ATL Common Stock as of the Record Date. (b) SONO will prepare and file, and will use its best efforts to have approved an application for listing of the SONO Common Stock on the National Association of Securities Dealers Automated Quotation ("Nasdaq") National Market System.
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Securities Law Actions. To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for (i) an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto (the “Exchange Act”) or similar provisions of any federal, state or local statutory law, (ii) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act or any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or (iii) the payment to the Company of profits arising from the purchase, sale or other acquisition or transfer by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act; or
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Related to Securities Law Actions

  • Securities Law Matters Employee acknowledges that the Shares to be received by him or her upon exercise of the Option may have not been registered under the Securities Act of 1933 or the Blue Sky laws of any state (collectively, the “Securities Acts”). If such Shares have not been so registered, Employee acknowledges and understands that the Company is under no obligation to register, under the Securities Acts, the Shares received by him or her or to assist him or her in complying with any exemption from such registration if he or she should at a later date wish to dispose of the Shares. Employee acknowledges that if not then registered under the Securities Acts, the Shares shall bear a legend restricting the transferability thereof, such legend to be substantially in the following form: “The shares represented by this certificate have not been registered or qualified under federal or state securities laws. The shares may not be offered for sale, sold, pledged or otherwise disposed of unless so registered or qualified, unless an exemption exists or unless such disposition is not subject to the federal or state securities laws, and the Company may require that the availability or any exemption or the inapplicability of such securities laws be established by an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company.”

  • U.S. Securities Law Matters The Parties agree that the Arrangement will be carried out with the intention that all Consideration Shares and the Replacement Warrants will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate the Purchaser’s compliance with other U.S. Securities Laws, the Parties agree that the Arrangement will be carried out on the following basis:

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