Additional Securities Matters Sample Clauses

Additional Securities Matters. (a) For a period of two years from the Closing Date, the Parent shall continue to file on a timely basis all reports that are required to be filed by it under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended. (b) Upon a Shareholder's request at any time after two years from the Closing Date, the Parent shall, upon evidence reasonably satisfactory to the Parent that such Shareholder is not an affiliate of the Company, direct its transfer agent to cause replacement certificates evidencing that Shareholder's Closing Shares and Earnout Shares to be issued to that Shareholder without the legend set forth in Section 4.01(o). In addition, if a Shareholder transfers Closing Shares or Earnout Shares pursuant to (i) a registration statement effective under the Securities Act of 1933, as amended (the "Securities Act") or (ii) Rule 144 under the Securities Act, and in the case of clause (ii) provides to the Parent an opinion of counsel reasonably acceptable to the Parent, then, in either case, the Parent shall promptly direct its transfer agent to promptly deliver to the transferee of such shares a certificate evidencing such shares but omitting the legend described in Section 4.01(o). In addition, if the Shareholders deliver to the Company an opinion of counsel reasonably acceptable to the Parent to the effect that no subsequent transfer of any Closing Shares or Earnout Shares shall require registration under the Securities Act, promptly upon such transfer the Parent shall direct its transfer agent to deliver to such transferee new certificates evidencing such securities that do not bear the legend set forth in Section 4.01(o).

Additional Securities Matters. The Members acknowledges their understanding that the issuance of the Parent Stock is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the Members represent and warrant to the Parent and its Affiliates as follows: (i) The Members realize that the basis for the exemption from registration may not be available if, notwithstanding the Members’ representations contained herein, the Members are merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Members do not have any such intention. (ii) The Members realize that the basis for exemption would not be available if the transaction is part of a plan or scheme to evade registration provisions of the Securities Act or any applicable state or federal securities laws. (iii) The Members are acquiring the Parent Stock solely for their own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Parent Stock. (iv) The Members have the financial ability to bear the economic risk of the Parent Stock investment, have adequate means for providing for their current needs and contingencies, and have no need for liquidity with respect to an investment in the Company or the Parent. (v) The Members and such Member’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Parent Stock. If other than an individual, the Members also represent they have not been organized solely for the purpose of acquiring the Parent Stock. (vi) The Members (together with its Advisors, if any) have received all documents requested by such Member, if any, have carefully reviewed them and understand the information contained therein, prior to the execution of this Agreement. The Members are not relying on the Parent or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Members have relied on the advice of, or have consulted with, only their Advisors, if any. Each Advisor, if any, has disclosed to such Member in writing (...

Additional Securities Matters. (a) Parent, Bowater and ExchangeCo shall each use its commercially reasonable efforts to obtain all Orders required from the applicable Governmental Authorities to permit (i) the issuance and first resale of the Exchangeable Shares and Parent Common Stock issued pursuant to the Arrangement, and (ii) the issuance and first resale of the Parent Common Stock to be issued from time to time upon exchange of the Exchangeable Shares and upon the exercise of the Parent Stock Options, in each case without further qualification with or approval of or the filing of any document including any registration statement, prospectus or similar document, or the taking of any proceeding with, or the obtaining of any further Order or consent from, any Governmental Authority under any Securities Laws or other Laws or pursuant to the rules and regulations of any regulatory authority administering such Laws, or the fulfillment of any other legal requirement in any applicable jurisdiction (other than, with respect to such first resales, any restrictions on transfer by reason of, among other things, such first resale constituting a “control distribution” or the holder effecting such first resale being an “affiliate” of ACI, Bowater or ExchangeCo for purposes of Securities Laws and other customary qualifications for such Orders). (b) Parent, ACI and Bowater shall each use its commercially reasonable efforts to obtain the approval of the NYSE and the TSX for the listing of the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement or upon exercise of Parent Stock Options or exchange of the Exchangeable Shares, subject to notice of issuance, such listings to be effective prior to the Effective Time. (c) Parent and ExchangeCo shall use their respective commercially reasonable efforts to obtain the approval of the TSX for the listing of the Exchangeable Shares to be issued to holders of ACI Common Shares in connection with the transactions contemplated by this Agreement, such listing to be effective prior to or as of the Effective Time. (d) Parent shall file a registration statement on Form S-8 (or any successor form or, if Form S-8 is not available, other appropriate forms) (the “Form S-8”) in order to register under the 1933 Act the Parent Common Stock to be issued from time to time after the Effective Time upon the exercise of Parent Stock Options, stock appreciation rights with respect to shares of Parent Common Stock (“Parent SARs”) and ...

Additional Securities Matters. Each of the Investors is aware that it must bear the economic risk of its investment in the Units for an indefinite period of time because the Units have not been registered under the Securities Act, or under the securities laws of any state of the United States, and therefore cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available and, further, that only the Company Parties can take action to register the Units, and the Company Parties are under no obligation and do not propose to attempt to do so. Each of the Investors also recognizes that no U.S. federal or state agency has passed upon the Units to date or made any finding or determination as to the fairness of an investment in the Units.