Common use of Applicable U.S. Securities Laws Clause in Contracts

Applicable U.S. Securities Laws. The Parties agree that the Arrangement will be carried out with the intention that all Consideration issued to Company Shareholders and the Replacement Options will be issued by the Purchaser upon completion of the Arrangement in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder (the “Section 3(a)(10) Exemption”) and pursuant to exemptions from applicable U.S. state securities laws. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court and the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement to the Company Shareholders and the Company Optionholders; (b) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to issue the Interim Order; (c) prior to the issuance of the Interim Order, the Company will file with the Court a copy of the proposed text of the Company Circular together with any other documents required by applicable Law in connection with the Company Meeting; (d) the Court will be required to satisfy itself as to the substantive and procedural fairness of the terms and conditions of the Arrangement to the Company Shareholders and the Company Optionholders, subject to the Arrangement; (e) the Company will ensure that each person entitled to receive Consideration and the Company Optionholders on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (f) the Company Shareholders entitled to receive Consideration and the Company Optionholders entitled to receive the Replacement Options will be advised that such securities issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or any applicable U.S. state securities laws and will be issued by the Purchaser in reliance on the Section 3(a)(10) Exemption and in accordance with exemptions under any applicable U.S. state securities laws; (g) each Company Shareholder and each Company Optionholder will be advised that with respect to securities issued to any Person that the Purchaser reasonably determines is an “affiliate” (as such term is defined in Rule 144 under the U.S. Securities Act) of the Purchaser or has been an “affiliate” of the Purchaser within three months prior to the date of issuance of the Purchaser Shares, such securities will be treated as “restricted securities” (as defined in Rule 144 under the U.S. Securities Act) and may not be offered, sold or otherwise transferred absent registration under the U.S. Securities Act or an available exemption therefrom; (h) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being substantially and procedurally fair to the Company Shareholders entitled to receive the Consideration and the Company Optionholders entitled to receive the Replacement Options pursuant to or in connection with the Arrangement; (i) Company Optionholders entitled to receive Replacement Options pursuant to the Arrangement will be advised that the Replacement Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued and exchanged by the Purchaser in reliance on the Section 3(a)(10) Exemption, but that such exemption does not exempt from the registration requirements of the U.S. Securities Act the issuance of any securities upon the exercise of such Replacement Options; therefore, the Purchaser Shares issuable upon exercise of the Replacement Options may only be issued pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws and, consequently, such Purchaser Shares may be deemed to be “restricted securities” (as defined in Rule 144 under the U.S. Securities Act); (j) the Interim Order approving the Company Meeting will specify that each Company Shareholder and each Company Optionholder will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time and in accordance with the requirements of the Section 3(a)(10) Exemption; (k) the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order; and (l) the Company shall request that the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the distribution of securities of the Purchaser pursuant to the Plan of Arrangement.”

Appears in 2 contracts

Samples: Arrangement Agreement (SNDL Inc.), Arrangement Agreement (Valens Company, Inc.)

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Applicable U.S. Securities Laws. The Parties agree that the Arrangement will be carried out with the intention that all Share Consideration issued to Company Shareholders and the Replacement Options that are Share-Electing Shareholders will be issued by the Purchaser upon completion of the Arrangement in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder (the “Section 3(a)(10) Exemption”) Exemption and pursuant to exemptions from applicable U.S. securities Laws of any state securities lawsof the United States. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court and the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement to the Company Shareholders and the Company OptionholdersCourt; (b) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the Court hearing required to issue the Interim Order; (c) prior to the issuance of the Interim Order, the Company will file with the Court a copy of the proposed text of the Company Circular together with any other documents required by applicable Law in connection with the Company Meeting; (d) the Court will be required to satisfy itself as to the substantive and procedural fairness of the terms and conditions of the Arrangement to the Company Shareholders and the Company OptionholdersShareholders, subject to the Arrangement; (ed) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement to the Company Shareholders at which all Company Shareholders will have a right to attend and the Company will ensure that each person entitled to receive Consideration and the Company Optionholders on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (fe) the Company Shareholders entitled to receive Share Consideration and the Company Optionholders entitled to receive the Replacement Options will be advised that such securities issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or any applicable U.S. state securities laws of any state of the United States and will be issued by the Purchaser in reliance on the Section 3(a)(10) Exemption and in accordance with exemptions under from all applicable securities laws of any applicable U.S. state securities lawsof the United States; (gf) each Company Shareholder and each Company Optionholder will be advised that with respect to securities issued to any Person that the Purchaser reasonably determines is an persons who are affiliateaffiliates” (as such term is defined in Rule 144 under the U.S. Securities Act) of the Purchaser or has persons who have been an affiliateaffiliates” of the Purchaser within three months 90 days prior to the date of issuance of the Purchaser SharesEffective Date, such securities will be treated as “restricted securities” (as defined in subject to restrictions on resale under U.S. Securities Laws, including Rule 144 under the U.S. Securities Act) and may not be offered, sold or otherwise transferred absent registration under the U.S. Securities Act or an available exemption therefrom; (hg) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being substantially and procedurally fair to the Company Shareholders entitled to receive the Consideration and the Company Optionholders entitled to receive the Replacement Options pursuant to or in connection with the ArrangementShareholders; (i) Company Optionholders entitled to receive Replacement Options pursuant to the Arrangement will be advised that the Replacement Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued and exchanged by the Purchaser in reliance on the Section 3(a)(10) Exemption, but that such exemption does not exempt from the registration requirements of the U.S. Securities Act the issuance of any securities upon the exercise of such Replacement Options; therefore, the Purchaser Shares issuable upon exercise of the Replacement Options may only be issued pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws and, consequently, such Purchaser Shares may be deemed to be “restricted securities” (as defined in Rule 144 under the U.S. Securities Act); (jh) the Interim Order approving the Company Meeting will specify that each Company Shareholder and each Company Optionholder will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time and in accordance with the requirements of the Section 3(a)(10) Exemption; (k) the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order; and (li) the Company shall request that the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the distribution of securities of the Purchaser pursuant to the Plan of Arrangement.”

Appears in 1 contract

Samples: Arrangement Agreement (SNDL Inc.)

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Applicable U.S. Securities Laws. The Parties agree that the Arrangement will be carried out with the intention that all Consideration issued to Company Shareholders and the Replacement Options will be issued by the Purchaser upon completion of the Arrangement in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by the Section 3(a)(10) thereunder (the “Section 3(a)(10) Exemption”) Exemption and pursuant to exemptions from applicable U.S. securities Laws of any state securities lawsof the United States. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court and the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement to the Company Shareholders and the Company OptionholdersCourt; (b) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the Court hearing required to issue the Interim Order; (c) prior to the issuance of the Interim Order, the Company will file with the Court a copy of the proposed text of the Company Circular together with any other documents required by applicable Law in connection with the Company Meeting; (d) the Court will be required to satisfy itself as to the substantive and procedural fairness of the terms and conditions of the Arrangement to the Company Shareholders and the Company OptionholdersShareholders, subject to the Arrangement; (ed) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement to the Company Shareholders at which all Company Shareholders will have a right to attend and the Company will ensure that each person entitled to receive Consideration and the Company Optionholders on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (fe) the Company Shareholders entitled to receive Consideration and the Company Optionholders entitled to receive the Replacement Options will be advised that such securities issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or any applicable U.S. state securities laws of any state of the United States and will be issued by the Purchaser in reliance on the Section 3(a)(10) Exemption and in accordance with exemptions under from all applicable securities laws of any applicable U.S. state securities lawsof the United States; (gf) each Company Shareholder and each Company Optionholder will be advised that with respect to securities issued to any Person that the Purchaser reasonably determines is an persons who are affiliateaffiliates” (as such term is defined in under Rule 144 under the U.S. Securities Act) of the Purchaser or has persons who have been an affiliateaffiliates” of the Purchaser within three months 90 days prior to the date of issuance of the Purchaser SharesEffective Date, such securities will be treated as “restricted securities” (as defined in subject to restrictions on resale under U.S. Securities Laws, including Rule 144 under the U.S. Securities Act) and may not be offered, sold or otherwise transferred absent registration under the U.S. Securities Act or an available exemption therefrom; (hg) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being substantially and procedurally fair to the Company Shareholders entitled to receive the Consideration and the Company Optionholders entitled to receive the Replacement Options pursuant to or in connection with the ArrangementShareholders; (i) Company Optionholders entitled to receive Replacement Options pursuant to the Arrangement will be advised that the Replacement Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued and exchanged by the Purchaser in reliance on the Section 3(a)(10) Exemption, but that such exemption does not exempt from the registration requirements of the U.S. Securities Act the issuance of any securities upon the exercise of such Replacement Options; therefore, the Purchaser Shares issuable upon exercise of the Replacement Options may only be issued pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws and, consequently, such Purchaser Shares may be deemed to be “restricted securities” (as defined in Rule 144 under the U.S. Securities Act); (jh) the Interim Order approving the Company Meeting will specify that each Company Shareholder and each Company Optionholder will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time and in accordance with the requirements of the Section 3(a)(10) Exemption; (k) the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order; and (li) the Company shall request that the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Actact, regarding the distribution of securities of the Purchaser pursuant to the Plan of Arrangement.”

Appears in 1 contract

Samples: Arrangement Agreement (Sundial Growers Inc.)

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