Where Rule Clause Samples

Where Rule. 9.1 applies the Company will so notify the Optionholder as soon as possible and the Optionholder shall forthwith on demand being made pay to the Indemnified Party an amount equal to such tax or taxes or contributions to the extent that the Indemnified Party cannot obtain reimbursement of such tax, taxes or contributions by deducting such amount in accordance with regulation 7 of the Income Tax (Employments) Notional Payments) Regulations 1994) ("THE SHORTFALL"). Until full payment of the Shortfall has been made in accordance with this Rule 9.2 the Company shall, notwithstanding Rule 7.3 or any other Rule to the contrary, be entitled not to allot Ordinary Shares or Preference Shares or to withhold delivery of the share certificate or any other document or evidence of title in respect of the shares acquired following exercise of an Option. It is hereby certified that the grant of these Options does not constitute a transaction forming part of a larger transaction or series of transactions in respect of which the amount or value, or aggregate amount or value of the consideration exceeds (Pounds)60,000.
View SourceView Similar (4)
Where Rule. 9.1 applies, the Employee shall forthwith on demand being made pay to the Indemnified Party an amount equal to such tax or taxes or contributions to the extent that the Indemnified Party cannot obtain reimbursement of such tax, taxes or contributions by deducting such amount in accordance with regulation 7 of the Income Tax (Employments) Notional Payments) Regulations 1994) ("THE SHORTFALL"). Until full payment of the Shortfall has been made in accordance with this Rule 9.2 the Company shall, notwithstanding Rule 7 or any other Rule to the contrary, be entitled not to allot Ordinary Shares or Preference Shares or to withhold delivery of the share certificate or any other document or evidence of title in respect of the shares acquired following exercise of the Options. It is hereby certified that the grant of these Options does not constitute a transaction forming part of a larger transaction or series of transactions in respect of which the amount or value, or aggregate amount or value of the consideration exceeds (Pounds)60,000.
View Source

Related to Where Rule

  • ▇▇▇▇▇▇▇ Rule The Issuer is structured not to be a “covered fund” under the regulations adopted to implement Section 619 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, commonly known as the “▇▇▇▇▇▇▇ Rule.”

  • Rule 144 Requirements After the earliest of (i) the closing of the sale of securities of the Company pursuant to a Registration Statement, (ii) the registration by the Company of a class of securities under Section 12 of the Exchange Act, or (iii) the issuance by the Company of an offering circular pursuant to Regulation A under the Securities Act, the Company agrees to: (a) make and keep current public information about the Company available, as those terms are understood and defined in Rule 144; (b) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and (c) furnish to any holder of Registrable Shares upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as such holder may reasonably request to avail itself of any similar rule or regulation of the Commission allowing it to sell any such securities without registration.

  • Rule 144; Rule 144A With a view to making available to the Investor and Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its reasonable best efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144(c)(1) or any similar or analogous rule promulgated under the Securities Act, at all times after the Signing Date; (ii) (A) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and (B) if at any time the Company is not required to file such reports, make available, upon the request of any Holder, such information necessary to permit sales pursuant to Rule 144A (including the information required by Rule 144A(d)(4) under the Securities Act); (iii) so long as the Investor or a Holder owns any Registrable Securities, furnish to the Investor or such Holder forthwith upon request: a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the Exchange Act; a copy of the most recent annual or quarterly report of the Company; and such other reports and documents as the Investor or Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities to the public without registration; and (iv) take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act.

  • Rule 144 Reporting With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Restricted Securities to the public without registration, the Company agrees to use its commercially reasonable efforts to: (a) Make and keep adequate current public information with respect to the Company available in accordance with Rule 144 under the Securities Act, at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after it has become subject to such reporting requirements; and (c) So long as a Holder owns any Restricted Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any such securities without registration.

  • RULE 144A AND RULE 144 The Company agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.