Securities Law Actions Sample Clauses

Securities Law Actions. To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state, or local statutory law; or
AutoNDA by SimpleDocs
Securities Law Actions. 4 2.5. Capital Contribution.............................................. 5
Securities Law Actions. (a) Bio-Vascular and Vital Images will prepare, and file with the Commission, the Form 10, which shall include the Information Statement, setting forth appropriate disclosure concerning Vital Images, the Distribution and any other appropriate matters required to be stated therein or determined to be included therein by Bio-
Securities Law Actions. Prior to the Distribution Date: ----------------------
Securities Law Actions. To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for (i) an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of Exchange Act or similar provisions of any federal, state or local law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act or any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or (iii) the payment to the Company of profits arising from the purchase, sale or other acquisition or transfer by the Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act; or
Securities Law Actions. (a) Epitope and Agritope will prepare, and file with the Commission, the Form S-1, including the Distribution Prospectus. Epitope and Agritope shall use reasonable efforts to cause the Form S-1 to become effective under the Securities Act, and, as soon as practicable after the Distribution Date, Epitope shall mail the Distribution Prospectus to holders of Epitope Stock as of the Record Date. The joint obligations of Epitope and Agritope under this Section 2.4(a) shall not affect their respective obligations of indemnity under Article 4 hereof.
Securities Law Actions. ACX and CTI shall have prepared and ---------------------- filed with the SEC, the Form 10, which shall include or incorporate by reference the Information Statement setting forth appropriate disclosure concerning CTI, the Distribution and any other appropriate matters required to be stated therein. ACX and CTI shall update, supplement and amend this information and shall use reasonable efforts to cause the Form 10 to become effective under the Exchange Act, and thereafter ACX shall mail the Information Statement to holders of ACX Common Stock as of the Record Date.
AutoNDA by SimpleDocs
Securities Law Actions. Prior to the Distribution Date: ---------------------- (a) ATL and SONO will prepare and file with the Securities and Exchange Commission (the "Commission") the General Form For Registration of Securities on Form 10, including the Information Statement (collectively, the "Form 10"), setting forth disclosures concerning SONO, the Distribution, and any other appropriate matters. In addition, ATL and SONO will prepare and file with the Commission any other forms or other documents, if any, required for the registration of the shares of SONO Common Stock pursuant to the SONO stock-based compensation plans. ATL and SONO shall use reasonable efforts to cause the Form 10 and any other forms to become effective as soon as practicable after filing. ATL shall mail the Information Statement to holders of ATL Common Stock as of the Record Date. (b) SONO will prepare and file, and will use its best efforts to have approved an application for listing of the SONO Common Stock on the National Association of Securities Dealers Automated Quotation ("Nasdaq") National Market System.
Securities Law Actions. To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for (i) an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto (the “Exchange Act”) or similar provisions of any federal, state or local statutory law, (ii) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act or any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or (iii) the payment to the Company of profits arising from the purchase, sale or other acquisition or transfer by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act; or

Related to Securities Law Actions

  • Securities Law Filings The Company has filed with the Securities and Exchange Commission (the “Commission”) the Registration Statement under the Securities Act, which was filed on May 11, 2022 and declared effective on [•], 2022 for the registration of the Securities under the Securities Act. Following the determination of pricing among the Company and the prospective Investors introduced to the Company by Placement Agent, the Company will file with the Commission pursuant to Rules 430A and 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final prospectus relating to the placement of the Securities, their respective pricings and the plan of distribution thereof and will advise the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, at any given time, including the exhibits thereto filed at such time, as amended at such time, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement at the time of effectiveness is hereinafter called the “Preliminary Prospectus”; and the final prospectus, in the form in which it will be filed with the Commission pursuant to Rules 430A and/or 424(b) (including the Preliminary Prospectus as it may be amended or supplemented) is hereinafter called the “Final Prospectus.” The Registration Statement at the time it originally became effective is hereinafter called the “Original Registration Statement.” Any reference in this Agreement to the Registration Statement, the Original Registration Statement, the Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at any given time, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Original Registration Statement, the Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Preliminary Prospectus or the Final Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Final Prospectus, as the case may be. As used in this paragraph and elsewhere in this Agreement, “Time of Sale Disclosure Package” means the Preliminary Prospectus, any subscription agreement between the Company and the Investors, the final terms of the Offering provided to the Investors (orally or in writing) and any issuer free writing prospectus as defined in Rule 433 of the Act (each, an “Issuer Free Writing Prospectus”), if any, that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package. The term “any Prospectus” shall mean, as the context requires, the Preliminary Prospectus, the Final Prospectus, and any supplement to either thereof. The Company has not received any notice that the Commission has issued or intends to issue a stop order suspending the effectiveness of the Registration Statement or the use of the Preliminary Prospectus or any prospectus supplement or intends to commence a proceeding for any such purpose.

  • Securities Law Compliance Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations.

Time is Money Join Law Insider Premium to draft better contracts faster.