Securities Representations definition

Securities Representations means, for a prospective exchange of Preferred Stock for Parent Common Shares by a Holder, representations by such Holder that (i) it will satisfy the definition of "accredited investor" of National Instrument 45-106 - Prospectus Exemptions at the time of such exchange and (ii) either such exchange will (x) not be exercised in the United States or by or on behalf of a U.S. Person or (y) be exempt from registration under the Securities Act and applicable state securities laws;
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Securities Representations means, for a prospective exchange of Preferred Units for Real Common Shares by a Holder, a written representation by such Holder in favor of the Company and Parent (and enforceable by the Company or Parent against such Holder) that such Holder: (a) is resident in Canada at the time of the exchange and is not exercising the exchange by or on behalf of a U.S. Person; (b) is resident in a jurisdiction outside of Canada, is not exercising the exchange in the United States or by or on behalf of a U.S. Person and will acquire Real Common Shares pursuant to an exemption from any prospectus or securities registration or similar requirements under the applicable securities laws of such jurisdiction or any other securities laws to which such Holder is otherwise subject and such exchange would not result in any obligation of Parent or the Company to prepare and file a prospectus, an offering memorandum or similar document or any obligation of Parent or the Company to make any filings with or seek any approvals of any kind from any regulatory body in such jurisdiction or any other ongoing reporting requirements with respect to such exchange or otherwise; or (c) if in the United States, such Holder is, or if the exchange is being exercised on behalf of, a U.S. Person, then such U.S. Person is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act or is otherwise permitted to acquire Real Common Shares pursuant to an available exemption from registration under the Securities Act and applicable state securities laws at the time of such exchange.
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Securities Representations means, for a prospective exchange of Preferred Stock for Parent Common Shares by a Holder, representations by such Holder that (i) it will satisfy the definition of “accredited investor” of National Instrument 45-106 – Prospectus Exemptions at the time of such exchange and (ii) either such exchange will (x) not be exercised in the United States or by or on behalf of a U.S. Person or (y) be exempt from registration under the Securities Act and applicable state securities laws;
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Examples of Securities Representations in a sentence

  • Except with respect to Seller’s representations and warranties under Sections 4.9 (Ownership and Encumbrances), 4.10 (Standards Bodies), 4.21 (No Patent License) and 4.24 (Securities Representations), which shall survive indefinitely, all of Seller’s and Purchaser’s representations and warranties contained in this Agreement shall terminate as of the last day of the twelfth (12th) month following the month in which the Effective Date occurs.

  • Representations and Warranties of the Investor and Investor Parent 22 4.1 Organization, Good Standing and Qualification 22 4.2 Existence; Authorization; Legal Proceedings 22 4.3 Securities Representations 23 4.4 Brokers/Finders 23 5.

  • Disputes shall be resolved exclusively by arbitration administered by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules in Dallas County, Texas, by a single arbitrator, who shall be experienced in resolving claims under agreements of a nature similar to this Agreement and, if the dispute involves claims arising under the Securities Representations or the Risk Factors, be knowledgeable respecting federal securities law.

  • Stock 8 3.2 Authority and Capacity 8 3.3 Absence of Conflicting Agreements or Required Consents 8 3.4 Interested Transactions 9 3.5 Securities Representations 9 3.6 Organization, Authority and Capacity 9 3.7 Authorization and Validity 9 3.8 Absence of Conflicting Agreements or Required Consents 10 3.9 Governing Documents of Sellers 10 3.10 Predecessors 10 3.11 Financial Statements 10 3.12 Absence of Changes 10 3.13 No Undisclosed Liabilities 12 3.14 Litigation, Etc.

  • Securities Representations as to the Acquisition of the Purchaser Shares......19 Section 2.37.

  • Disputes shall be resolved exclusively by arbitration administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules in Dallas County, Texas, by a single arbitrator, who shall be experienced in resolving claims under agreements of a nature similar to this Agreement and, if the dispute involves claims arising under the Securities Representations or the Risk Factors, be knowledgeable respecting federal securities law.

  • The securities have been acquired for investment and may not be sold, transferred assigned in the absence of an effective registration statement for these securities under the Securities Act of 1933 or an opinion of ▇▇▇▇▇▇▇'▇ counsel, in form and substance reasonably acceptable to BusinessMall's counsel, that registration is not required under said Act." ci Securities Representations.

  • Except with respect to Seller’s representations and warranties under Sections 4.5 (Ownership and Encumbrances) and 4.16 (Securities Representations), which shall survive indefinitely, all of Seller’s and Purchaser’s representations and warranties contained in this Agreement shall terminate as of the last day of the twelfth (12th) month following the month in which the Effective Date occurs.


More Definitions of Securities Representations

Securities Representations means, for a prospective exchange of Preferred Stock for Parent Common Shares by a Holder,
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Related to Securities Representations

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Company Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1(a) and Section 3.1(b) (Organization and Qualification), Section 3.2(a), Section 3.2(c) and Section 3.2(f) (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.8(a) (No Company Material Adverse Effect) and Section 3.17 (Brokers).

  • Seller Fundamental Representations means the representations and warranties set forth in Section 6.1 (Organization, Good Standing and Qualification of Seller), Section 6.2 (Authorization; Enforceability), Section 6.10 (Title to Purchased Assets) and Section 6.26 (Brokerage Commission).

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 5.1 (Authority; Enforceability), Section 5.3 (Organization) and Section 5.7 (Brokers).

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.