Exemption from Registration Requirements. No registration statement shall be filed under the Securities Act, or pursuant to any state securities laws, with respect to the offer and distribution of the New Equity Interests under this Plan. The offering, sale, issuance, and distribution of the New Equity Interests in exchange for Claims pursuant to Article II and Article III of this Plan and pursuant to the Combined Order shall be exempt from, among other things, the registration requirements of Section 5 of the Securities Act and any other applicable United States, state, or local law requiring registration for the offer or sale of a security pursuant to section 1145 of the Bankruptcy Code. Any and all such New Equity Interests may be resold without registration under the Securities Act by the recipients thereof pursuant to the exemption provided by Section 4(a)(1) of the Securities Act, subject to: (1) the provisions of section 1145(b)(1) of the Bankruptcy Code, which limits resale by Persons who are “underwriters” as that term is defined in such section; (2) restrictions under the Securities Act applicable to recipients who are an “affiliate” of the Reorganized Debtors as defined in Rule 144(a)(1) under the Securities Act, (3) compliance with any applicable state or foreign securities laws, if any, and any rules and regulations of the SEC, if any, applicable at the time of any future transfer of such Securities; (4) the restrictions, if any, on the transferability of such Securities in the organizational documents of the issuer of, or in agreements or instruments applicable to holders of, such Securities; and (5) any other applicable regulatory approval. The Reorganized Debtors need not provide any further evidence other than this Plan and the Combined Order with respect to the treatment of the New Equity Interests under applicable securities laws. Notwithstanding anything to the contrary in this Plan, no Person or Entity (including, for the avoidance of doubt, DTC) shall be entitled to require a legal opinion regarding the validity of any transaction contemplated by this Plan, including, for the avoidance of doubt, whether the New Equity Interests are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services. All such Persons and Entities including DTC shall be required to accept and conclusively rely upon this Plan or the Combined Order in lieu of a legal opinion regarding whether the New Equity Interests are exempt from registration and/or eligib...
Exemption from Registration Requirements. The Notes to be issued at the applicable Closing shall be exempt from registration requirements under the Securities Act and any applicable state securities laws.
Exemption from Registration Requirements. Subject in part to the truth and accuracy of the representations of the Buyer set forth in this Agreement, the sale and transfer of the Purchased Equity as contemplated by this Agreement is exempt from the registration requirements of the Securities Act and applicable state securities laws.
Exemption from Registration Requirements. Seller understands that the Purchaser Stock has not been, and until such time as the Registration Statement (as defined in Section 6.20 below) is declared effective, will not be, registered under the Securities Act, in reliance upon the exemption contained in Section 4(2) of the Securities Act and Regulation D promulgated thereunder from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller's representations as expressed herein.
Exemption from Registration Requirements. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5, the offer and sale of the Shares to the Investors are exempt from the registration requirements of the 1933 Act. The issuance and sale of the Shares do not contravene the rules and regulations of Nasdaq.
Exemption from Registration Requirements. (i) Such Participating Lender (and each beneficial owner for whom it acts as investment advisor or manager) is either (A) a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”) or (B) an institutional investor which is an “accredited investor,” as defined in Rule 501(a)(1), (2), (3), (7) or (8) under the Securities Act.
(ii) The financial situation of such Participating Lender (and each beneficial owner for whom it acts as investment advisor or manager) is such that it can afford to bear the economic risk of holding the Warrants. Such Participating Lender (and each beneficial owner for whom it acts as investment advisor or manager) can afford to suffer the complete loss of its investment in the Warrants. The knowledge and experience of such Participating Lender in financial and business matters is such that it, together with the assistance of its advisors, is capable of evaluating the merits and risks of the investment in the Warrants.
(iii) Such Participating Lender has had (A) a reasonable opportunity to conduct its own due diligence, including by submitting questions to the Borrower and (B) the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Exchange and to make an informed investment decision with respect to such transaction. In determining whether to participate in the Exchange, such Participating Lender has made its own investment decision and is relying upon its own examination of the Borrower and the terms of the Exchange, including the merits and risks involved.
Exemption from Registration Requirements. The parties agree that the Arrangement will be carried out in such manner as to ensure that all shares of Parent Common Stock and Parent Replacement Options issued upon completion of the Arrangement to holders of Company Shares and Company Unexercised Options, as the case may be, will be issued by Parent in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) of the Securities Act.
Exemption from Registration Requirements. The offering, issuance, and distribution of any Securities, including New Common Stock, pursuant to the Plan will be exempt from the registration requirements of section 5 of the Securities Act pursuant to section 1145 of the Bankruptcy Code or any other available exemption from registration under the Securities Act, as applicable. Pursuant to section 1145 of the Bankruptcy Code, New Common Stock issued under the Plan will be freely transferable under the Securities Act by the recipients thereof, subject to: (a) the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act and compliance with any applicable state or foreign securities laws, if any, and the rules and regulations of the United States Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments; (b) the restrictions, if any, on the transferability of such Securities and instruments in the New Holdco Shareholders Agreement; and (c) any other applicable regulatory approval.
Exemption from Registration Requirements. The offering, issuance, and distribution of any Securities, including the Reorganized Holdco Interests, pursuant to the Plan will be exempt from the registration requirements of section 5 of the Securities Act pursuant to section 1145 of the Bankruptcy Code or any other available exemption from registration under the Securities Act, as applicable. Pursuant to section 1145 of the Bankruptcy Code, the Reorganized Holdco Interests issued under the Plan will be freely transferable under the Securities Act by the recipients thereof, subject to: (a) the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act and compliance with any applicable state or foreign securities laws, if any, and the rules and regulations of the United States Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments; and (b) any other applicable regulatory approval.
Exemption from Registration Requirements. Creditor is a British Columbia limited company, eligible to accept the Settlement Shares without registration pursuant to the employee, director, officer or consultant exemption of the B.C. Securities Act.
