Securities Law Restrictions definition

Securities Law Restrictions means restrictions on the transferability of the Shares under applicable federal or state securities laws.
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Securities Law Restrictions means restrictions applicable to shares of the Netivation Stock by virtue of the fact that such shares of Netivation common stock will not be registered under the Securities Act and applicable state "Blue Sky" laws at or after the time of issuance, and must be held indefinitely unless or until (a) they are sold to Netivation, (b) they are subsequently registered under the Securities Act of 1933 and applicable state "Blue Sky" laws or (c) an exemption from such registration is available for any subsequent sale or distribution. The "Hold Restriction" means the Netivation Stock may be restricted as determined by the managing underwriter of Netivation's IPO, provided, however, such restrictions shall be no more restrictive than those imposed upon Netivation's common stock held by any of Netivation's officers and, in any event, shall expire no later than one (1) year after the effective date of the IPO. At least ninety (90) days prior to the expiration of any resale restrictions imposed by the underwriter, Netivation shall commence the process of registering the Netivation Stock under the Securities Act of 1933 and shall use its best efforts to conclude such registration as soon thereafter as possible.
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Securities Law Restrictions has the meaning set forth in Section 3.2.
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Examples of Securities Law Restrictions in a sentence

  • Restrictions On Transfer of shares.(a) Securities Law Restrictions.

  • Any Transfer of Purchased Shares permitted hereunder shall be subject to the Securities Law Restrictions set forth in Section 6(g) and the S Corporation Restrictions set forth in Section 6(h).

  • We turn first to the appeal of the denial of a preliminary injunction.

  • As of immediately prior to Closing, such Seller has the power and authority to sell, transfer, assign and deliver such Interests as provided in this Agreement and such delivery will convey to Purchaser good and valid title to such Interests, free and clear of any and all Liens other than any Securities Law Restrictions.

  • The Participant shall not transfer, assign, encumber, or otherwise dispose of any unvested Shares without the Company’s prior written approval in its sole and absolute discretion, except that the Participant may, transfer unvested Shares (A) by beneficiary designation, will, or intestate succession or (B) to the Participant’s Family Members or to a trust established by the Participant for the benefit of the Participant or the Participant’s Family Members.(iii) Securities Law Restrictions.

  • Securities Law Restrictions on Secondary Funds Like most venture capital and private equity funds, secondary funds are structured to avoid registration under the 1940 Act (see discussion, supra, in III.b.ii).

  • U.S. Securities Law Restrictions The Loan Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or resold within the United States (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.

  • Issuer will not permit any lien, security interest, charge, adverse claim, restriction on transfer or other encumbrance, other than the lien and security interest Issuer created hereby in favor of Holder and the Permitted Securities Law Restrictions, to exist upon any of the Collateral.

  • Your passion for teaching and drive to go above and beyond to help your students succeed is admirable.

  • Each Seller is the record and beneficial owner of the Interests indicated as being owned by such Seller on Schedule 2.1(b), free and clear of any and all Liens other than any Securities Law Restrictions.


More Definitions of Securities Law Restrictions

Securities Law Restrictions. The Company shall use commercially reasonable efforts to register the shares of Common Stock subject to the Option pursuant to the Securities Act of 1933 on Form S-8 or on such other form as may be available. Until the Option and shares of Common Stock covered by this Agreement have been registered under the Securities Act of 1933, as amended, the Optionee may be required by the Company to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares of Common Stock for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares of Common Stock or any part thereof.
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Related to Securities Law Restrictions

  • SEC Restrictions has the meaning set forth in Section 2(b).

  • Securities Laws means, collectively, the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”), the Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Xxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of the New York Stock Exchange and the NASDAQ Stock Market (“Exchange Rules”).

  • Investment Restrictions means the investment restrictions of the Fund as set forth in the Declaration of Trust including, without limitation, those described in section 2.0 of this Annual Information Form.

  • Securities Law means the Israeli Securities Law, 5728-1968.

  • Transfer Restrictions means, with respect to any property (including, in the case of securities, security entitlements in respect thereof), any condition to or restriction on the ability of the holder thereof to sell, assign, pledge or otherwise transfer such property or to enforce the provisions thereof or of any document related thereto whether set forth in such property itself or in any document related thereto, including (i) any requirement that any sale, assignment, pledge or other transfer or enforcement of such property be subject to any volume limitations or be consented to or approved by any person, including the issuer thereof or any other obligor thereon, (ii) any limitations on the type or status, financial or otherwise, of any purchaser, pledgee, assignee or transferee of such property, (iii) any requirement of the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document of any person to the issuer of, any other obligor on or any registrar or transfer agent for, such property, prior to the sale, pledge, assignment or other transfer or enforcement of such property, (iv) any registration or qualification requirement or prospectus delivery requirement for such property pursuant to any federal, state or foreign securities law (including any such requirement arising under the Securities Act of 1933), (v) any condition to or restriction on the ability of a potential purchaser, assignee, pledgee or transferee to acquire such property from the holder thereof and (vi) any legend or other notification appearing on any certificate representing such property to the effect that any such condition or restriction exists; except that the required delivery of any assignment, instruction or entitlement order from the Borrower or any pledgor, assignor or transferor of such property, together with any evidence of the corporate or other authority of such Person, shall not constitute such a condition or restriction.

  • Put Restriction means the days between the beginning of the Pricing Period and Closing Date. During this time, the Company shall not be entitled to deliver another Put Notice.

  • Transfer Restriction means, with respect to any item of Collateral delivered hereunder, any condition to or restriction on (x) the ability of the owner thereof or (y) in the event that Dealer exercises its remedies hereunder, Dealer, in each case, to sell, assign, create security over or otherwise transfer such item of Collateral or to enforce the provisions thereof or of any document related thereto whether set forth in such item of Collateral itself or in any document related thereto, including, without limitation, (i) any requirement that any sale, assignment, creation of security or other transfer or enforcement of such item of Collateral be consented to or approved by any Person, including, without limitation, the issuer thereof or any other obligor thereon, (ii) any limitations on the type or status, financial or otherwise, of any purchaser, chargee, security taker, pledgee, assignee or transferee of such item of Collateral, (iii) any requirement of the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document of any Person to the issuer of, any other obligor on or any registrar or transfer agent for, such item of Collateral, prior to the sale, pledge, assignment or other transfer or enforcement of such item of Collateral and (iv) any registration or qualification requirement or prospectus delivery requirement for such item of Collateral pursuant to any applicable law (including, without limitation, any such requirement arising under Section 5 of the Securities Act).

  • Dealing Restrictions means restrictions imposed by statute, order, regulation or Government directive, or by the Model Code or any code adopted by the Company based on the Model Code and for this purpose the Model Code means the Model Code on dealings in securities set out in Listing Rule 9, annex 1 (of the London Stock Exchange), as varied from time to time;

  • Federal Securities Laws means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

  • Internal lot restriction means a platted note, platted demarcation, or platted

  • U.S. Securities Laws means all applicable securities legislation in the United States, including without limitation, the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, and any applicable state securities laws;

  • Ownership Restrictions means collectively the Ownership Limit as applied to Persons other than the Initial Holder or Look-Through Entities, the Initial Holder Limit as applied to the Initial Holder and the Look-Through Ownership Limit as applied to Look-Through Entities.

  • Private Restrictions means all recorded covenants, conditions and restrictions, private agreements, reciprocal easement agreements, and any other recorded instruments affecting the use of the Premises which (i) exist as of the Effective Date, or (ii) are recorded after the Effective Date and are approved by Tenant.

  • Deed Restrictions means the deed restrictions to be recorded with respect to the Land, which deed restrictions shall be subject to the Director's approval and shall be commensurate with the nature and purpose of the Land as stated in the Recipient's application for grant funds under Revised Code Sections 164.20 through 164.27. The Deed Restrictions shall be perpetual and shall not be amended, released, extinguished or otherwise modified without the prior written approval of the Director, in the Director's sole discretion, who shall have full enforcement authority, as set forth more specifically in Section IX of this Agreement.

  • Company Restricted Shares means any Company Shares subject to vesting or other lapse restrictions (whether granted by the Company pursuant to the Company Plans, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted).

  • Israeli Securities Law means the Israeli Securities Law, 5728-1968, as amended, and the regulations promulgated thereunder.

  • Forfeiture Restrictions means any prohibitions and restrictions set forth herein with respect to the sale or other disposition of Shares issued to the Recipient hereunder and the obligation to forfeit and surrender such shares to the Company.

  • Restrictions means the restrictions on sale or other transfer set forth in Section 4.2 and the exposure to forfeiture set forth in Section 3.1.

  • Restriction of Use means any restriction of use of all or any part of the Network for the purposes of, or in connection with, inspection, maintenance, renewal or repair of the Network or any other works carried out in relation to the Network or any other railway asset or any other works in relation to it;

  • Restricted Securities Legend means the legend set forth in Section 2.3(e)(i) herein.

  • Non-transferability means the occurrence of any event that makes it impossible for the Issuer to deliver Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation).

  • Applicable Securities Laws means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada.

  • Transfer Restricted Securities means each Security until (i) the date on which such Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.

  • Securities Lending Agreement means an agreement under which a local agency agrees to transfer securities to a borrower who, in turn, agrees to provide collateral to the local agency. During the term of the agreement, both the securities and the collateral are held by a third party. At the conclusion of the agreement, the securities are transferred back to the local agency in return for the collateral.

  • Company Restricted Stock means Company Shares that are unvested or are subject to repurchase option, risk of forfeiture or other condition on title or ownership under any applicable Company Equity Plan, restricted stock purchase agreement or other Contract with the Company.

  • RMB Non-Transferability means the occurrence of any event that makes it impossible for the Bank to deliver RMB between accounts inside the applicable RMB Settlement Centre(s) or from an account inside the applicable RMB Settlement Centre(s) to an account outside the applicable RMB Settlement Centre(s) (including where the RMB clearing and settlement system for participating banks in the applicable RMB Settlement Centre(s) is disrupted or suspended), other than where such impossibility is due solely to the failure of the Bank to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the relevant Series and it is impossible for the Bank, due to an event beyond its control, to comply with such law, rule or regulation);