Securities Law and Other Matters Sample Clauses

Securities Law and Other Matters. Each Shareholder represents and warrants to the Company and the other Shareholders that:
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Securities Law and Other Matters. The Participant acknowledges to the Company that:
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Securities Law and Other Matters. Each Stockholder represents and warrants to the Company and the other Stockholders that:
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Securities Law and Other Matters. (a) Each Stockholder represents and warrants to the Company and the other Stockholders that Stockholder used no "purchaser's representative" (as that term is used in Regulation D as promulgated by the Securities and Exchange Commission) in connection with the transactions contemplated by the Operative Documents. Each Stockholder represents and warrants to the Company and the other Stockholders that neither The Jordan Company ("Jordan") nor any of its employees or affiliates has acted ------ as a representative of said Stockholder in the subject transaction. Each Stockholder hereby releases Jordan, Jordan/Zalaznick Capital Company and each of their respective partners, principals, directors, officers, employees, agents and representatives from and against any claims in respect of each Stockholder's subscription for the Securities and any related transaction hereunder or under the Operative Documents. Each Stockholder represents and warrants that such Stockholder has substantial knowledge and experience in financial, investment and business matters, and specifically in the business of the Company, and has the requisite knowledge and experience to evaluate the risks and merits of this investment. Each Stockholder represents and warrants that the decision of such Stockholder to purchase the Securities hereunder has been made by such Stockholder independent of any other Stockholder and independent of any statements, disclosures or judgments as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any Stockholder or other person. Each Stockholder represents and warrants to the Company and the Company's other stockholders that Stockholder can and will bear the economic risks of Stockholder's investment in the Company and acknowledges that the Stockholder is able to hold the Company's unregistered Stock indefinitely and is able to sustain a complete loss if the Securities become worthless or are forfeited pursuant to the Pledge Agreement executed by such Stockholder.
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Securities Law and Other Matters. The Investor represents and warrants to the Company that:
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Securities Law and Other Matters. (a) Each Stockholder represents and warrants to the Company and the other Stockholders that the Stockholder has not used any "purchaser's representative" (as that term is used in Regulation D under the Securities Act of 1933, as amended) in connection with this transaction. Each Stockholder represents and warrants to the Company and the other Stockholders that neither TJC, Jordan Industries, Inc. ("JII"), Jordan/Zalaznick Capital Company ("JZCC") nor any of their respective principals, partners, stockholders, directors, officers, employees, representatives or agents, has acted as a representative of said Stockholder in the subject transaction. Each Stockholder hereby releases TJC, JII, JZCC and each of their respective partners, principals, stockholders directors, officers, employees, agents and representatives from and against any claim in respect of each Stockholder's subscription for the Stock and any related transaction hereunder or under the Operative Documents. Each Stockholder represents that such Stockholder has substantial knowledge and experience in financial, investment and business matters, and specifically in the business of the Company, and has the requisite knowledge and experience to evaluate the risks and merits of this investment. Each Stockholder represents and warrants that the decision of such Stockholder to purchase the Stock hereunder has been made by such Stockholder independent of any other Stockholder and independent of any statements, disclosures or judgments as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any Stockholder or other person. Each Stockholder represents and warrants to the Company and the Stockholders that the Stockholder can and will bear the economic risks of his investment in the Company and acknowledges that the Stockholder is able to hold the Company's unregistered Stock indefinitely and is able to sustain a complete loss if the securities become worthless.
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Related to Securities Law and Other Matters

  • Regulatory and Other Matters (a) The parties shall, and shall cause their respective Subsidiaries to, cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings with any Third Party or Governmental Entity and to take any further actions reasonably requested by the other party to obtain as promptly as practicable the Required Approvals and other consents required to be obtained in connection with the Merger and the other transactions contemplated by this Agreement. MCC and SIC shall have the right to review in advance, and, to the extent practicable, each will consult with the other on, in each case subject to Applicable Laws relating to the confidentiality of information, all information relating to MCC or SIC, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any Third Party or any Governmental Entity in connection with obtaining the Required Approvals. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as reasonably practicable. The parties shall consult with each other with respect to the obtaining of the Required Approvals and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. 45

  • Organizational and Other Matters Section 2.01 The Company was formed as a limited liability company under the provisions of the Act by the filing of the Certificate with the Secretary of State of the State of Delaware on the date concurrent with the date of this Agreement. The rights and liabilities of the Sole Member shall be as provided in the Act, except as otherwise expressly provided herein. F:\USERS\jenglish\Office\ENSCO Corporate Resources LLC\LLC Agreement.12.09

  • Compliance with Law and Other Agreements The Company shall maintain its business operations and property owned or used in connection therewith in compliance with (a) all applicable federal, state and local laws, regulations and ordinances governing such business operations and the use and ownership of such property, and (b) all agreements, licenses, franchises, indentures and mortgages to which the Company is a party or by which the Company or any of its properties is bound. Without limiting the foregoing, the Company shall pay all of its indebtedness promptly in accordance with the terms thereof.

  • Regulatory and Other Notices Promptly after Borrower’s receipt thereof, copies of any notices or other communications received from any Governmental Authority with respect to any matter or proceeding the effect of which could reasonably be expected to have a Material Adverse Effect.

  • Marshalling and Other Matters Borrower hereby waives, to the extent permitted by applicable Legal Requirements, the benefit of all appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale under the Security Instrument of the Property or any part thereof or any interest therein. Further, Borrower hereby expressly waives any and all rights of redemption from sale under any order or decree of foreclosure of the Security Instrument on behalf of Borrower, and on behalf of each and every person acquiring any interest in or title to the Property subsequent to the date of the Security Instrument and on behalf of all persons to the extent permitted by applicable Legal Requirements.

  • Transfers and Other Liens Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any Grantor, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan Documents;

  • Compliance with Law and Other Instruments The execution, delivery and performance of this Agreement and any of the other Transaction Documents to which such Guarantor is a party and the consummation of the transactions herein or therein contemplated, and compliance with the terms and provisions hereof and thereof, do not and will not (a) conflict with, or result in a breach or violation of, or constitute a default under, or result in the creation or imposition of any Lien upon the assets of such Guarantor pursuant to, any Contractual Obligation of such Guarantor or (b) result in any violation of the estatutos sociales of such Guarantor or any provision of any Requirement of Law applicable to such Guarantor.

  • Definitions and Other Matters Section 1.1 Definitions 1 Section 1.2 Definitions Generally 4 ARTICLE II REGISTRATION RIGHTS

  • Transfer and Other Restrictions (a) Prior to the termination of this Agreement, Stockholder agrees not to, directly or indirectly:

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