Securities Requirements Sample Clauses

Securities Requirements. (a) NeoGen understands that the Purchaser will issue and deliver to NeoGen, as part of the Purchase Price, the HTG Shares pursuant to this Agreement, without compliance with the registration requirements of the Securities Act of 1933 (the “Securities Act”); that for such purpose the Purchaser will rely upon the representations, warranties, covenants and agreements contained herein; and that such non-compliance with registration is not permissible unless such representations and warranties are correct and such covenants and agreements performed. (b) NeoGen understands that the HTG Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In the absence of an effective registration statement covering the HTG Shares or an available exemption from registration under the Securities Act, the HTG Shares must be held indefinitely. In this connection, NeoGen represents that it and the Members are familiar with Rule 144 of the Securities and Exchange Commission (the “SEC”), as presently in effect, and understand the resale limitations imposed thereby and by the Securities Act, including the Rule 144 condition that current information about the Purchaser be available to the public. Such information is not now available, and the Purchaser has no present plans to make such information available. (c) NeoGen and each of the Members is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect. (d) NeoGen and each of the Members is a sophisticated investor familiar with the type of risks inherent in the acquisition of restricted securities such as the HTG Shares and its or his financial position is such that it or he can afford to retain the HTG Shares for an indefinite period of time without realizing any direct or indirect cash return on its or his investment. (e) NeoGen is acquiring the HTG Shares for its account and not with a view to, or for sale in connection with, the distribution thereof within the meaning of the Securities Act.

Securities Requirements. Neither the Options granted hereunder nor the shares to be issued pursuant to such Options will be registered under the Securities Act of 1933, as amended (the "Act") or registered or qualified under any state securities laws. The Options and the underlying shares will be issued to Option Holder pursuant to exemptions from registration contained in the Act and in applicable state securities laws. As a condition to receiving any shares pursuant to the Options, Option Holder, prior to receiving said shares, shall execute a subscription agreement and such other documents as ▇▇▇▇ may reasonably require. In addition, Option Holder hereby represents, warrants and acknowledges to ▇▇▇▇ that: (a) he is receiving the Options and the underlying shares for investment only, for his own account, and not with a view to the sale or distribution thereof; (b) he is aware that: neither the Options nor the underlying shares will be registered or qualified under the Act or any state securities laws (nor does ▇▇▇▇ have an obligation to register or qualify either the Options or the shares); neither the Options nor the shares may be sold or otherwise transferred unless they are registered and/or qualified under the Act or other laws or unless exemptions from registration or qualification are available; and the certificates for the shares will bear a legend setting forth the restrictions on transferability of the shares; and (c) he is an "accredited investor" as such term is defined in Regulation D promulgated under the Act and either: (i) will have an individual net worth, or joint net worth with his spouse, at the time of issue of the shares which exceeds $1,000,000; or (ii) had an individual income in excess of $200,000 in each of the two most recent years, or joint income with his spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year.

Securities Requirements. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933 of any Shares to be issued hereunder or to effect similar compliance under any state laws. Notwithstanding anything herein to the contrary, the Company shall not be obligated to cause to be issued or delivered any certificates evidencing Shares pursuant to the Plan unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities, and the requirements of any securities exchange on which Shares are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing Shares pursuant to the terms hereof, that the Grantee make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee deems necessary or desirable. The Committee may defer the effectiveness of any action in respect of any Units in order to allow the issuance of Shares to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. If the Shares issuable or deliverable pursuant to any Units are not registered under the Securities Act of 1933, the Company may imprint on the certificate for such Shares such legend that the Company considers necessary or advisable to comply with the Securities Act of 1933 and applicable state securities laws.

Securities Requirements. Parent and the Company covenant to promptly ----------------------- apply for, and obtain prior to closing, and in any event within sixty (60) days of the date of this Agreement, all necessary consents, receipts, approvals, or orders from the applicable Canadian and United States securities regulatory authorities to ensure that each of the transactions contemplated in this Agreement, the Escrow Agreement, the Employee Escrow Agreement, the Stock Purchase Agreements, and the Parent Support Agreement may be completed in accordance with the applicable securities laws, regulations, policies and rules of such Canadian provinces and United States jurisdictions where compliance with such laws, regulations, policies and rules is required in connection with the transactions.

Securities Requirements. You and the Companies will work together on the ----------------------- disposition of the Shares to help ensure that securities law requirements are satisfied.

Securities Requirements. The Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order. All permits and other authorizations required (if any) under applicable state blue sky laws for the issuance of shares of ACC Class A Common Stock pursuant to the Merger, shall have been obtained.

Securities Requirements. (a) As soon as practicable following the date of this Agreement, Seller shall file with the SEC under the Exchange Act, and shall use commercially reasonable efforts to have cleared by the SEC, an information statement (such information statement as amended or supplemented from time to time being the "Information Statement") or a proxy statement (such proxy statement as amended or supplemented from time to time being the "Proxy Statement") relating to the transactions contemplated by this Agreement. The Information Statement or Proxy Statement, as applicable, shall be true and correct in all material respects and shall not omit to state any material fact necessary in order to make the information contained therein not misleading, in each case as of the date of the Information Statement or Proxy Statement, as applicable. The Information Statement or Proxy Statement, as applicable, shall comply in all material respects with the Exchange Act and the rules and regulations thereunder. The Information Statement or Proxy Statement, as applicable, shall not, at the time the Information Statement (or any amendment or supplement thereto) or Proxy Statement (or any amendment or supplement thereto), as applicable, is filed in final form with the SEC or first sent to the stockholders of Seller, at the time of the execution and delivery of a written consent of the shareholders of Seller or at a meeting of the shareholders of Seller (and the date of any adjournment thereof), as applicable, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statement made therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is being made by Seller with respect to any information supplied to Seller by Buyer or any affiliate of Buyer specifically for inclusion in the Information Statement or Proxy Statement, as applicable. Prior to the filing or distribution of the Information Statement or Proxy Statement, as applicable, or any other filing with any federal or state agency relating hereto, Seller shall give Buyer and its counsel an opportunity to review and comment upon such documents. As soon as practicable, but in any event within seven (7) days, after the SEC has cleared the Information Statement or Proxy Statement, as applicable, for mailing to stockholders, Seller shall mail the Information Statement or Proxy Statement, as ...

Securities Requirements. No shares of Common Stock shall be issued or transferred pursuant to an Award unless all applicable requirements imposed by federal and state laws, regulatory agencies, and securities exchanges upon which the Common Stock may be listed have been fully complied with. As a condition precedent to the issuance of shares pursuant to the grant or exercise of an Award, the Company may require the Participant to take any reasonable action to meet such requirements.