Overseas Registration Clause Samples

Overseas Registration. The Notes issued pursuant to this Instrument have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under any relevant securities laws of any state or district of the United States, Canada, Australia, Japan or any other country. Accordingly, unless an exemption under such act or laws is available, the Notes may not be offered, sold, re-sold or delivered, directly or indirectly, by any person in or into the United States, Canada, Australia or Japan or to any U.S. person (as defined in Regulation S under the Securities Act). SCHEDULE 3: MEETINGS OF NOTEHOLDERS 1. Right to call The Company may, and shall at the request in writing of persons holding not less than 15 per cent. in nominal amount of the Notes, convene a meeting of Noteholders. Any such meeting shall be held at such place in England as the Directors shall determine.
View Source
Overseas Registration. 28 SCHEDULE 3: MEETINGS OF NOTEHOLDERS .......................... 29 1. Right to call ............................................ 29 2. Notice period ............................................ 29
View Source
Overseas Registration. The Notes issued pursuant to this Instrument have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under any relevant securities laws of any state or district of the United States, Canada, Australia, Japan or any other country. Accordingly, unless an exemption under such act or laws is available, the Notes may not be offered, sold, resold or delivered, directly or indirectly, by any person in or into the United States, Canada, Australia or Japan or to any U.S. person (as defined in Regulation S under the Securities Act).
View Source

Related to Overseas Registration

  • NERC Registration The NTO shall register or enter into agreement with a NERC registered entity for all required NERC functions applicable to the NTO, that may include, without limitation, those functions designated by NERC to be: “Transmission Owner” and “Transmission Planner” and “Transmission Operator.” The Parties agree to negotiate in good faith the compliance obligations for the NERC functions applicable to, and to be performed by, each Party with respect to the NTO’s facilities. Notwithstanding the foregoing, the ISO shall register for the “Transmission Operator” function for all NTO Transmission Facilities under ISO Operational Control identified in Appendix A-1 of this Agreement.

  • SEC Registration The Parties mutually agree to use commercially reasonable efforts to maintain effective registration statements with the Securities and Exchange Commission with respect to the long-term incentive awards to the extent any such registration statement is required by applicable Law.

  • USER REGISTRATION You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

  • Registration, etc Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

  • Ship’s name and registration Each Borrower shall keep the Ship owned by it registered in its name under an Approved Flag; shall not do, omit to do or allow to be done anything as a result of which such registration might be cancelled or imperilled; and shall not change the name or port of registry of the Ship owned by it.