Examples of MD Securities in a sentence
This Agreement is made with Seller and the Principal Owners in reliance upon such parties’ representations Hand MD, which by its execution hereof Seller and the Principal Owners hereby confirm, that the Hand MD Securities to be received by it will be acquired for investment for Seller’s own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that it has no present intention of selling, granting participation in, or otherwise distributing the same.
LPS estimates become available in waves, typically a month (or longer) after the end of each wave.
Seller and the Principal Owners each represent and warrant that (a) it has had an opportunity to discuss the business, management and financial affairs of Hand MD, has had access to, the management of Hand MD, and has had the opportunity to review any other information requested by Seller, and (b) Hand MD will be relying upon Seller’s and the Principal Owners’ representations and warranties set forth herein in offering the Hand MD Securities to it.
Seller and the Principal Owners understand that the Hand MD Securities may not be sold, transferred or otherwise disposed of without registration under the 1933 Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Hand MD Securities or an available exemption from registration under the 1933 Act, the Hand MD Securities must be held indefinitely.
In particular, Seller and the Principal Owners are aware that the Hand MD Securities may not be sold pursuant to Rule 144 promulgated under the 1933 Act unless all of the conditions of that Rule are met.
Sellers and the Principal Owners realize that the basis for the exemption may not be present if, notwithstanding such representations, Seller has in mind merely acquiring the Hand MD Securities for a fixed or determined period in the future, or for a market rise, or for sale if the market does not rise.
Seller and the Principal Owners understand that the Hand MD Securities have not been registered under the Securities Act of 1933, as amended (the “1933 Act”) on the grounds that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the 1933 Act, and that Hand MD’s reliance on such exemption is predicated in part on the representations set forth herein.
In exchange for the issuance of the Hand MD Securities (as defined below), Seller hereby grants, conveys, assigns, transfers and delivers to Hand MD all rights, title and interest in and to all of its intellectual property assets, including, without limitation, those specific assets set forth on Exhibit A attached hereto, and its Files and Records (collectively, the “Contributed Assets”).
Seller and the Principal Owners represent that, in the absence of an effective registration statement covering the Hand MD Securities, it will sell, transfer, or otherwise dispose of such shares only in a manner consistent with its representations set forth herein and the Bylaws of Hand MD, as the same may be amended from time to time.
The other panel members were Mr. Rajiv Hingoo, COO, CLSA, India; Mr. Vikas Khemani, Head - Wholesale Capital Market, Edelweiss Financial Services; Ms. Debopama Sen, MD, Securities Funds and Services, Citibank India; and Mr. Sundararaman, SVP, NSE.