Securities Regulations. No Stock shall be issued hereunder until the Company has received all necessary stockholder and regulatory approvals and has taken all necessary steps to assure compliance with federal and state securities laws or has determined to its satisfaction and the satisfaction of its counsel that an exemption from the requirements of the federal and applicable state securities laws are available. To the extent applicable, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 under the U. S. Securities and Exchange Act of 1934. Any ambiguities or inconsistencies in the construction of this Agreement or the Plan shall be interpreted to give effect to such intention. However, to the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void to the extent permitted by law and deemed advisable by the Committee in its discretion.
Securities Regulations. The sale of the Shares to Purchaser shall not be prohibited under state and federal securities laws and regulations.
Securities Regulations. You may not use the Service intentionally or unintentionally to violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any international or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law. This includes, but is not limited to, the acquisition or dissemination of insider information, or any other proprietary or confidential information, or attempting to manipulate any equity, security, commodity or other market.
Securities Regulations. (a) If at any time the Company's Board of ---------------------- Directors shall in its discretion determine that the listing, registration or qualification of the shares of Common Stock subject to the Option upon any securities exchange or under any federal or state law, or the approval or consent of any governmental regulatory body, is necessary or desirable in connection with the issuance or purchase of such shares hereunder, the Option shall not be exercisable in whole or in part unless such listing, registration, qualification, approval or consent shall have been effected or obtained free from any conditions not reasonably acceptable to the Company's Board of Directors.
Securities Regulations. Neither the Borrower nor any agent acting in its behalf has taken or omitted to take any action which might cause this Agreement or any of the documents or instruments delivered pursuant hereto to violate any regulation of the Board or to violate the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, or any state securities laws, in each case as in effect on the date hereof.
Securities Regulations. With respect to the receipt of the Crown USA Shares, the Vendor represents and warrants to Crown USA that:
Securities Regulations. The issuance of any Parent Entity shares pursuant to this First Amendment is subject to an exemption from the registration requirements under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable state securities laws, and subject to an exemption from the prospectus requirements being available under British Columbia Instrument 00-000 - Xxxxxxxxxxxxx xx Xxxxxxxxxx Xxxxxxx xx Xxxxxxx Xxxxxxxx (“BCI 72-503”), and all in accordance with the policies of the CSE. No shares shall be issued hereunder unless and until the appropriate documents are submitted to Buyer, including without limitation, the U.S. Accredited Investor Certificate (discussed below). Each of the Sellers represents, warrants and acknowledges that it is acquiring the MIPA #2 Shares, Additional MIPA #2 Shares, Additional Amendment Shares and Additional True-up Shares (collectively referred to as the “Securities”), as applicable, as principal for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof or any other security related thereto within the meaning of the U.S. Securities Act. Sellers acknowledge that neither the Buyer nor Parent Entity have registered the offer and sale of the Securities under the U.S. Securities Act or any state securities laws. In this regard, the Sellers hereby acknowledge and agrees that the Buyer and the Parent Entity make no representations as to any resale or other restrictions affecting the Securities to be issued to the Sellers under this First Amendment and that it is presently contemplated that the Securities will be issued by the Parent Entity to the Sellers in reliance upon an exemption from the prospectus requirements under BCI 72-503 and in reliance upon an exemption from the registration requirements under the U.S. Securities Act provided by Rule 506(b) of Regulation D thereunder, and all applicable state securities laws, which will impose trading restrictions on the Securities. The Sellers have reviewed and duly executed the U.S. Accredited Investor Certificate in the form attached to this Agreement as Schedule B to ensure the Securities are issued by the Parent Entity to the Sellers in compliance with the exemption from the registration requirements provided by Rule 506(b) of Regulation D under the U.S. Securities Act. Schedule B is incorporated into this First Amendment by reference and forms a part of this First Amendment. The Sellers hereby also...
Securities Regulations. Neither the Company nor any of its Subsidiaries is an “investment company” within the meaning of the Investment Company Act of 1940, as amended. No consent, license, permit, waiver, approval or authorization of, or designation, declaration, registration or filing with, the SEC or any state securities regulatory authority is required in connection with the offer, sale, issuance or delivery of the Note.
Securities Regulations the Borrower or the Guarantor fails to comply in all material respects with, or does not diligently perform in all material respects any of its duties and obligations under, all applicable laws, rules, codes, regulations, consents, licences, approvals and authorisations in any manner that is likely to adversely to affect the ability of the Borrower or the Guarantor to perform all or any of its obligations under or otherwise to comply with the terms of this Agreement or any of the Security Documents; or
Securities Regulations. Assuming the accuracy of the representations of the Investors set forth in this Agreement, no registration under the Securities Act is required for the offer and issuance of the Exchangeable Notes by the Acquisition Vehicle to the Investors as contemplated in this Agreement.
