RIV Equity Sample Clauses

RIV Equity. The Consideration RIV Equity to be delivered to the Seller on the Initial Closing Date and the Change of Control Closing, as applicable, pursuant to this Agreement will be validly issued and outstanding as of the Initial Closing and the Change of Control Closing, as applicable, as fully paid and non-assessable shares in the capital of Buyer, will not be issued in violation of the terms of any arrangement, agreement or other understanding binding upon the Buyer at the time that such shares are issued and will be issued in compliance with the constating documents of the Buyer and all Laws. Assuming the accuracy of the representations and warranties in ARTICLE VI, the transfer of the Consideration RIV Equity, as contemplated herein, qualifies for one or more exemptions from the registration requirements under the U.S. Securities Act, including Section 4(2) of the U.S. Securities Act, which provides the statutory basis for Rule 506 of Regulation D. As of the Initial Closing or, if applicable, the Change of Control Closing, Buyer shall have obtained any necessary approvals, and completed all required filings, to the extent required, to cause the listing and posting for trading of the Consideration RIV Equity issuable pursuant to this Agreement. Assuming the accuracy of the representations and warranties in ARTICLE VI, (a) the issue and sale of the Consideration RIV Equity pursuant to this Agreement will be exempt from the prospectus requirements of applicable Canadian Securities Laws and will not result in the contravention of any applicable Canadian Securities Laws, and (b) the first trade in the Consideration RIV Equity issued pursuant to this Agreement will not be subject to a restricted period or any statutory hold period under Canadian Securities Laws.
Sample 1
AutoNDA by SimpleDocs

Related to RIV Equity

  • PAY EQUITY 27.1 The parties agree that as of January 1st, 1990, there are no female dominated job classes within the bargaining unit and therefore, there are no pay equity adjustments required. This statement is deemed to constitute the Pay Equity Plan for the Employer Bargaining Agency and the Employee Bargaining Agency.

  • Equity The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below).

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

  • Women- and Minority-Owned Businesses (W/MBE) The Subrecipient will use its best efforts to afford small businesses, minority business enterprises, and women’s business enterprises the maximum practicable opportunity to participate in the performance of this contract. As used in this cataract, the terms “small business” means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and “minority and women’s business enterprise” means a business at lease fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, “minority group members” are Afro- Americans, Spanish-speaking, Spanish surnamed or Spanish-heritage Americans, Asian-Americans and American Indians. The Subrecipient may rely on written representation by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation.

  • Sugar-Sweetened Beverage Prohibition Contractor agrees that it shall not sell, provide, or otherwise distribute Sugar-Sweetened Beverages, as defined by San Francisco Administrative Code Chapter 101, as part of its performance of this Agreement.

  • MERCURY ADDED CONSUMER PRODUCTS Contractor agrees that it will not sell or distribute fever thermometers containing mercury or any products containing elemental mercury for any purpose under this Contract.

  • CAPITAL GRANT 3.1 Pursuant to clause 38 of the Master Funding Agreement, the Secretary of State may, in his absolute discretion provide Capital Expenditure funding in accordance with any arrangements he considers appropriate.

  • Asset Management Supplier will: i) maintain an asset inventory of all media and equipment where Accenture Data is stored. Access to such media and equipment will be restricted to authorized Personnel; ii) classify Accenture Data so that it is properly identified and access to it is appropriately restricted; iii) maintain an acceptable use policy with restrictions on printing Accenture Data and procedures for appropriately disposing of printed materials that contain Accenture Data when such data is no longer needed under the Agreement; iv) maintain an appropriate approval process whereby Supplier’s approval is required prior to its Personnel storing Accenture Data on portable devices, remotely accessing Accenture Data, or processing such data outside of Supplier facilities. If remote access is approved, Personnel will use multi-factor authentication, which may include the use of smart cards with certificates, One Time Password (OTP) tokens, and biometrics.

  • Treatment of Investment 1. Each Member State shall accord to covered investments of investors of any other Member State, fair and equitable treatment and full protection and security.

  • OVERSEAS TRANSACTIONS 13.1 The Cardmember may use the Credit Card outside Malaysia where there are Authorised Merchants and/or Authorised Cash Outlets.

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