Securities Act Affiliates definition

Securities Act Affiliates is defined in Section 9.5.
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Securities Act Affiliates is defined in Section 7.5.
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Examples of Securities Act Affiliates in a sentence

  • Prior to the Effective Time, Ensec shall identify in a letter to Sensec and Sentech all Persons who might, at the time of the Ensec Stockholder Meeting, be deemed to be "affiliates" of Sensec for the purposes of Rule 145 under the Securities Act (the "Securities Act Affiliates").

  • Prior to the Effective Time, Sentech shall identify in a letter to Sensec and Ensec all Persons who might, at the time of the Sentech Stockholder Meeting, be deemed to be Securities Act Affiliates.

  • EVI shall have received from the Company a list of such Persons, if any, that EVI, after discussions with counsel for the Company, believes may be "affiliates" of the Company, within the meaning of Rule 145 of the SEC pursuant to the Securities Act ("Affiliates").

  • In accordance with SECTION 6.15, the Company has set forth in the Company Disclosure Schedule a list identifying all persons who to the Company's knowledge are deemed to be "affiliates" of the Company for purposes of Rule 145 under the Securities Act ("Affiliates").

  • Xxxxxxx has delivered to Shire a letter ---------- identifying all persons who, as of the date hereof, may be deemed to be affiliates of Xxxxxxx for purposes of Rule 145 under the Securities Act ("Affiliates") and the written agreement of each such person in the form of ------------ Exhibit 3 hereto.

  • Set forth in Section 4.07 of the Company Disclosure Statement is a list identifying all persons who may be deemed to be "affiliates" of the Company for purposes of Rule 145 under the Securities Act ("Affiliates") and, promptly after the execution of this Agreement, the Company will use its best efforts to deliver to Parent the written agreement of each such person, substantially in the form of Exhibit A hereto.

  • GranCare has delivered to Vitalink a letter identifying all persons who, as of the date hereof, may be deemed to be "affiliates" of GranCare for purposes of Rule 145 under the Securities Act ("Affiliates") and the written agreement of each such person, substantially in the form of Exhibit C hereto.

  • Stel has delivered to Newbridge in accordance with Section 5.9 a list identifying all persons who to Stel's knowledge may be deemed to be "affiliates" of Stel for purposes of Rule 145 under the Securities Act ("Affiliates").

  • Prior to mailing the ---------------------------------- Proxy Statement, the Company shall deliver to Parent a list of names and addresses of those Persons who, in the opinion of the Company, may, at the time of the Stockholder Meeting, be deemed to be "affiliates" of the Company within the meaning of Rule 145 under the Securities Act ("Affiliates").

  • Prior to the Closing Date, Christiana shall deliver to EVI a letter identifying all Persons that are, at the time this Agreement is submitted for approval to the stockholders of Christiana, "affiliates" of Christiana for purposes of Rule 145 under the Securities Act ("Affiliates").

Related to Securities Act Affiliates

  • Securities Act (Ontario) means the Securities Act, R.S.O. 1990, c. S.5, as amended, and the regulations thereunder, and any comparable or successor laws or regulations thereto;

  • BHC Act Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

  • 1933 Securities Act means the Securities Act of 1933 of the United States, as amended, and the rules and regulations made thereunder, as now in effect or as the same may from time to time be amended, re-enacted or replaced.

  • Securities Acts means the Securities Act of 1933 and the Securities Exchange Act of 1934.

  • Securities Act means the Securities Act of 1933, as amended.

  • Applicable Canadian Securities Laws means, collectively, and as the context may require, the applicable securities legislation of each of the provinces and territories of Canada, and the rules, regulations, instruments, orders and policies published and/or promulgated thereunder, as such may be amended from time to time prior to the Effective Date;

  • 1933 Act means the Securities Act of 1933, as amended.

  • Securities Act of 1933 means the United States Securities Act of 1933, as from time to time amended.

  • Rule 159A “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

  • U.S. Securities Act means the United States Securities Act of 1933, as amended;

  • Canadian Securities Laws means all applicable securities laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such laws together with applicable published national, multilateral and local policy statements, instruments, notices, blanket orders and rulings of the securities regulatory authorities in the Qualifying Jurisdictions;

  • Agent Affiliates as defined in Section 10.1(b)(iii).

  • Affiliated Persons or "AFFILIATES" means

  • Investment Company Act of 1940 means the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

  • Disqualified Partnership Any domestic entity classified as a partnership under the Code if any of its direct or indirect beneficial owners (other than through a U.S. corporation) are (or, under the applicable partnership agreement, are permitted to be) Disqualified Non-United States Tax Persons.

  • Acquired Fund means any investment company in which the Fund invests or has invested during the previous fiscal year. The “Total Annual Fund Operating Expenses” and “Net Annual Fund Operating Expenses” will not match the Fund’s gross and net expense ratios reported in the Financial Highlights from the Fund’s financial statements, which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses.

  • Rule 497 refers to Rule 497(c) or 497(h) under the Act, as applicable.

  • Securities Laws means the Securities Act of 1933, the Securities Exchange Act of 1934, Xxxxxxxx-Xxxxx and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.

  • Rule 144A Securities means all Initial Securities offered and sold to QIBs in reliance on Rule 144A.

  • Rule 15c2-12 means Rule 15c2-12 under the Securities Exchange Act of 1934, as amended through the date of this Undertaking, including any official interpretations thereof.

  • Qualified Person means one who, by possession of a recognized degree, certificate, or professional standing, or who by extensive knowledge, training and experience, has successfully demonstrated his ability to solve or resolve problems relating to the subject matter, the work, or the project.

  • Control Investment Affiliate as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

  • Securities Trading Act means the Securities Trading Act of 2007 no.75 of the Relevant Jurisdiction.

  • Securities lending or "securities borrowing" means a transaction by which a counterparty transfers securities subject to a commitment that the borrower will return equivalent securities on a future date or when requested to do so by the transferor, that transaction being considered as securities lending for the counterparty transferring the securities and being considered as securities borrowing for the counterparty to which they are transferred;