Exemption from Prospectus Requirements Sample Clauses

Exemption from Prospectus Requirements it understands that the Bonds are being offered for sale only on a “private placement” basis and that the sale and delivery of the Bonds are conditional upon such sale being exempt from the prospectus and registration requirements under applicable securities laws. Unless it is purchasing under paragraph 2(d), it is purchasing the Bonds as principal for its own account or for the account of a principal or beneficial purchaser (disclosed or not), not for the benefit of any other person, for investment only and not with a view to the resale or distribution of the Bonds, it is resident in or otherwise subject to applicable securities laws of the jurisdiction set out as the “Investor’s Residential Address” on the face page of this Agreement and, if the Investor is acting as agent for a disclosed beneficial purchaser, such disclosed beneficial purchaser is resident in or otherwise subject to the laws of the jurisdiction set forth on the face page in the Agreement as the “Beneficial Purchaser’s Residential Address” of the principal, and it or the disclosed beneficial purchaser it is resident in British Columbia, Alberta, Saskatchewan or Manitoba, and it has concurrently completed, signed and delivered Appendix A, AND (1) if subscribing as an “accredited investor” that is relying on categories (g), (h) or (i) of Part 2 of Exhibit 1 of Appendix A, then the Investor has completed Appendix B; AND (2) if a “close personal friend” or “close business associate” relationship is being relied upon, the Investor certifies that it has reviewed and understands the guidance respecting the meaning of the phrase “close personal friend” or “close business associate” (as applicable) set out in Appendix D; AND (3) if the Investor is resident in Saskatchewan and a “close personal friend” or “close business associate” relationship is being relied upon then the Investor has also completed Appendix E; and
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Exemption from Prospectus Requirements. The distribution of the Resulting Issuer Common Shares in Canada pursuant to the Acquisition (including those Resulting Issuer Common Shares distributable pursuant to the rights attached to the Warrants) shall be exempt from, or otherwise not subject to, prospectus requirements of Applicable Securities Law and shall be freely tradeable (subject to the usual restrictions under National Instrument 45-102 Resale of Securities, of the Canadian Securities Administrators or pursuant to Applicable Securities Law in the United States). The Company hereby acknowledges and agrees that any Resulting Issuer Common Shares and any Warrants issued to or for the account or benefit of any U.S. Persons or persons in the United States in reliance on Rule 506(b) of Regulation D will be issued as “restricted securities” as defined in Rule 144(a)(3) under the U.S. Securities Act, and will be represented by definitive certificates endorsed with a U.S. restrictive legend in customary form.
Sample 1
Exemption from Prospectus Requirements. The issuance of the Securities will be exempt from the prospectus and registration requirements of applicable securities laws and no document will be required to be filed and no proceeding taken or approval, permit, consent, order or authorization obtained under applicable securities laws in Canada in connection with the first trade of the Securities; provided that: (i) the Company is and has been a reporting issuer in a jurisdiction in Canada for the four (4) months immediately preceding the trade; (ii) at least four (4) months have elapsed from the Closing Date; (iii) the certificates representing the Shares and the Warrants carry a legend stating that “Unless permitted under securities legislation, the holder of this security must not trade the security before [insert date that is 4 months and a day after the Closing Date]”; (iv) such trade is not a control distribution (as such term is defined in National Instrument 45-102 – Resale Restrictions); (v) no unusual effort is made to prepare the market or to create a demand for the Securities that are subject of the trade; and (vi) no extraordinary commission or consideration is paid to a person in respect of the trade.
Sample 1
Exemption from Prospectus Requirements. The issuance and delivery of the Closing Date Shares by the Buyer to the Seller or its nominee is exempt from the prospectus and registration requirements of the Securities Act (Ontario) and such other securities laws that are applicable to the Buyer (the “Securities Laws”). In addition, the first trade by the Seller or its nominee of any of the Closing Date Shares will be exempt from the prospectus requirements of the Securities Laws and no document will be required to be filed and no proceeding taken or approval, permit, consent, order or authorization obtained under the Securities Laws in connection with such first trade provided that: (i) the Buyer is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade; (ii) at least four months have elapsed from the Closing Date; (iii) the certificate representing the Closing Date Shares carries a legend stating: “Unless permitted under securities legislation, the holder of the security must not trade the security before [insert the date that is 4 months and a day after the distribution date]" (iv) such trade is not a control distribution (as such term in is defined in the Multilateral Instrument 45-102); (v) no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade; (vi) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and (vii) if the Seller is an insider, the selling security holder has no reasonable grounds to believe that the Buyer is in default of securities legislation.
Sample 1
Exemption from Prospectus Requirements. Alderon has advised the Holder that Alderon is relying on exemptions from the requirements under Canadian securities laws to provide the Holder with a prospectus or registration statement, and no prospectus or registration statement has been filed by Alderon with any securities regulatory authority in connection with the issuance of the Warrants, and as a consequence: (i) the Holder is restricted from using most civil remedies available under Canadian securities laws and certain protections, rights and remedies provided by Canadian securities laws, including statutory rights of rescission or damages, will not be available to the Holder; (ii) the Holder may not receive information that would otherwise be required to be provided to the Holder under Canadian securities laws; and (iii) Alderon is relieved from certain obligations that would otherwise apply under Canadian securities laws.
Sample 1
Exemption from Prospectus Requirements. The distribution of the Resulting Issuer Shares in Canada pursuant to the Merger (including those Resulting Issuer Shares issued pursuant to the rights attached to the Resulting Issuer Replacement Warrants) shall be exempt from, or otherwise not subject to, prospectus requirements of Applicable Securities Laws and shall be freely tradeable (subject to the usual restrictions under National Instrument 45-106 – Resale of Securities, of the Canadian Securities Administrators or pursuant to Applicable Securities Laws in the United States). The exemption relied upon by Canadian Resulting Issuer Shareholders will be Section 2.11 of National Instrument 45-106 – Prospectus Exemptions.
Sample 1
Exemption from Prospectus Requirements. The distribution of Great Panther Shares in Canada pursuant to the Arrangement (including those Great Panther Shares distributable pursuant to the rights attached to the Cangold Option and the Cangold Warrants) shall be exempt from, or otherwise not subject to, prospectus requirements of applicable Securities Laws and are subject to the resale restrictions under Section 2.6 of National Instrument 45-102 Resale of Securities.
Sample 1
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Exemption from Prospectus Requirements. The issuance and delivery by the Purchaser to the Vendor of the Consideration Shares, the Financing Shares, the Consideration Warrants and the common shares issuable on due exercise of the Consideration Warrants is exempt from the prospectus requirements of the Securities Act (British Columbia) and such other securities laws that are applicable to the Purchaser (the “Securities Laws”);
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Related to Exemption from Prospectus Requirements

  • Compliance with Prospectus Delivery Requirements The Company shall have complied with the provisions of Sections 2(g) and 3(e) hereof with respect to the furnishing of Prospectuses.

  • Compliance with Securities Act Requirements On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 8(b) hereof.

  • Securities Act Compliance After the date of this Agreement, during the Prospectus Delivery Period, the Company shall promptly advise the Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Pricing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, the Pricing Prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Offered Securities from any securities exchange upon which they are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order or order or notice of prevention or suspension at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment or will file a new registration statement and use its best efforts to have such new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder and will confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

  • 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.

  • Compliance with Securities Act The holder of this Warrant, by acceptance hereof, agrees that this Warrant, and the Shares to be issued upon exercise hereof are being acquired for investment and that such holder will not offer, sell or otherwise dispose of this Warrant, or any Shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”) or any applicable state securities laws. Upon exercise of this Warrant, unless the Shares being acquired are registered under the Act and any applicable state securities laws or an exemption from such registration is available, the holder hereof shall confirm in writing that the Shares so purchased are being acquired for investment and not with a view toward distribution or resale in violation of the Act and shall confirm such other matters related thereto as may be reasonably requested by the Company. This Warrant and all Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) shall be stamped or imprinted with a legend in substantially the following form: “THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY.” Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have terminated. In addition, in connection with the issuance of this Warrant, the holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The holder is aware of the Company’s business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any “distribution” thereof in violation of the Act. (2) The holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder’s investment intent as expressed herein. (3) The holder further understands that this Warrant must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The holder is aware of the provisions of Rule 144, promulgated under the Act. (4) The holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act.

  • Compliance with Applicable Laws; Distribution of Prospectus and Reports; Confirmations In connection with its respective activities hereunder, each party agrees to abide by the Conduct Rules of FINRA and all other rules of self-regulatory organizations of which the relevant party is a member, as well as all laws, rules and regulations, including federal and state securities laws, that are applicable to the relevant party (and its associated persons) from time to time in connection with its activities hereunder (“Applicable Laws”). You are authorized to distribute to your customers the current Prospectus, as well as any supplemental sales material received from the Fund or the Distributor (acting on behalf of the Fund) (on the terms and for the period specified by us or stated in such material). You are not authorized to distribute, furnish or display any other sales or promotional material relating to a Fund without our prior written approval, but you may identify the Funds in a listing of mutual funds available through you to your customers. Unless otherwise mutually agreed in writing, you shall deliver or cause to be delivered to each customer who purchases shares of any Funds from or through you, copies of all annual and interim reports, proxy solicitation materials, and any other information and materials relating to such Funds and prepared by or on behalf of the Funds or us. If required by Rule 10b-10 under the Securities Exchange Act or other Applicable Laws, you shall send or cause to be sent confirmations or other reports to your customers containing such information as may be required by Applicable Laws.

  • Securities Law Requirements The Company shall not be required to issue Shares pursuant to the Award, to the extent required, unless and until (a) such Shares have been duly listed upon each stock exchange on which the Common Shares are then registered; and (b) a registration statement under the Securities Act of 1933 with respect to such Shares is then effective.

  • Securities Laws Requirements The Company shall not be obligated to transfer any Common Stock to the Participant free of the restrictive legend described in Section 4 hereof or of any other restrictive legend, if such transfer, in the opinion of counsel for the Company, would violate the Securities Act of 1933, as amended (the "Securities Act") (or any other federal or state statutes having similar requirements as may be in effect at that time).

  • Conformity with Securities Act and Exchange Act The Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto, and the Incorporated Documents, when such documents were or are filed with the Commission under the Securities Act or the Exchange Act or became or become effective under the Securities Act, as the case may be, conformed or will conform in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable.

  • Amendments and Supplements to the Registration Statement, Disclosure Package and Prospectus and Other Securities Act Matters If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which the Disclosure Package or the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading, or if it shall be necessary to amend or supplement the Disclosure Package or the Prospectus, or to file under the Exchange Act any document incorporated or deemed to be incorporated by reference in the Disclosure Package or the Prospectus, in order to make the statements therein, in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading, or if, in the reasonable judgment of the Ventas Entities or their counsel, it is otherwise necessary to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus, or to file under the Exchange Act any document incorporated or deemed to be incorporated by reference in the Disclosure Package or the Prospectus, or to file a new registration statement containing the Prospectus, in order to comply with applicable law, including in connection with the delivery of the Prospectus, the Ventas Entities agree to (i) notify the Representatives of any such event or condition and (ii) upon reasonable notice to the Representatives and subject to Section 3(a) hereof, promptly prepare and file with the Commission (and use their commercially reasonable efforts to have any amendment to the Registration Statement or any new registration statement declared effective) and furnish to the Underwriters and to dealers, such amendments or supplements to the Registration Statement, the Disclosure Package or the Prospectus, or any new registration statement, necessary in order to make the statements in the Disclosure Package or the Prospectus, as so amended or supplemented, in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading or so that the Registration Statement, the Disclosure Package or the Prospectus, as amended or supplemented, will comply with applicable law.

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