Common use of Exemption from Securities Laws Clause in Contracts

Exemption from Securities Laws. No registration statement will be filed under the Securities Act, or pursuant to any state securities laws, with respect to the offer and sale of Securities under this Plan. The offering and sale by the Reorganized Parent of any New Common Interests to the Holders of Unsecured Notes Claims pursuant to the Equity Rights Offering, the Equity Rights Offering Backstop Commitment Letter or otherwise in exchange for Claims pursuant to Article III and the Combined Order shall be exempt from 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(a) of the Bankruptcy Code. To the extent section 1145 is not applicable, the Reorganized Parent may rely upon section 4(a)(2) of the Securities Act, and/or any other exemption from registration under the Securities Act. Any and all such New Common Interests offered and sold under the Plan in reliance on the exemption provided by section 1145(a) of the Bankruptcy Code will be freely tradable under the Securities Act by the recipients thereof, subject to: (i) 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; (ii) compliance with any applicable U.S. federal, 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; (iii) the restrictions, if any, on the transferability of such Securities in the New Common Interests Documents; and (iv) any other applicable regulatory approval. Any and all such New Common Interests (a) offered in reliance on the exemption provided by section 1145 of the Bankruptcy Code and received by recipients who are deemed to be “underwriters” (as such term is defined in section 1145(b) of the Bankruptcy Code) or (b) offered in reliance on the exemption provided by section 4(a)(2) of the Securities Act and/or another exemption from registration under the Securities Act, shall be deemed “restricted securities” that may not be offered, sold, exchanged, assigned, or otherwise transferred unless they are registered under the Securities Act or an exemption from registration under the Securities Act is available and in compliance with any applicable state or foreign securities laws. The availability of the exemption under section 1145 of the Bankruptcy Code or any other applicable securities laws shall not be a condition to the occurrence of the Effective Date. Should the applicable Debtors elect, on or after the Effective Date, to reflect all or any portion of the ownership of the New Common Interests through the facilities of DTC, the applicable Debtors shall not be required to provide any further evidence other than the Plan or Combined Order with respect to the treatment under the Plan of such applicable portion of the New Common Interests. DTC, any transfer agent, or other similarly situated agent, trustee or other non-governmental Person or Entity shall accept and rely upon the Plan and Combined Order in lieu of a legal opinion for purposes of determining whether the initial offer and sale of the New Common Interests were exempt from registration under section 1145(a) of the Bankruptcy Code, and whether the New Common Interests were, under the Plan, validly issued, fully paid and non-assessable.

Exemption from Securities Laws. No registration statement will be filed (a) Except as set forth in section 5.15(b) hereof, the offer, issuance, and distribution under the Securities ActPlan of the New Secured Convertible Notes, or pursuant to any state securities lawsthe New Secured Notes, with respect to the offer Contingent Payment Obligations, the New Warrants, and sale of Securities under this Plan. The offering and sale by the Reorganized Parent of any New Common Interests to (including those (i) issued upon the Holders conversion of Unsecured Notes Claims the New Secured Convertible Notes, if any, (ii) issued in connection with the Contingent Payment Obligations, if any, and (iii) issued upon exercise of the New Warrants) shall be exempt, pursuant to section 1145 of the Equity Rights OfferingBankruptcy Code, the Equity Rights Offering Backstop Commitment Letter without further act or otherwise in exchange for Claims pursuant to Article III and the Combined Order shall be exempt action by any Entity, from the registration requirements of Section 5 of under (i) the Securities Act and (ii) any other applicable United States, State, state or local law requiring registration for the offer offer, issuance, or sale distribution of a security Securities. (b) The offer, sale, issuance, and distribution of the Rights Offering Shares (including with respect to the sale, issuance, and distribution of Rights Offering Shares in connection with the exercise of an oversubscription right) to be issued pursuant to the Rights Offering shall be exempt, pursuant to section 1145(a) 1145 of the Bankruptcy Code, without further act or action by any Entity, from registration under (i) the Securities Act and (ii) any state or local law requiring registration for the offer, issuance, or distribution of Securities. To the extent section 1145 is not applicableThe Backstop Shares shall be exempt, the Reorganized Parent may rely upon pursuant to section 4(a)(2) of the Securities ActAct and Regulation D thereunder, and/or any other exemption from registration under (i) the Securities Act. Any Act and all such (ii) any state or local law requiring registration for the offer, issuance, or distribution of Securities. (c) The offer, issuance and sale of the New Common Interests offered and sold issued to the Backstop Parties under the Plan Backstop Commitment Letter comprising the Backstop Commitment Premium is being made in reliance on the exemption provided by pursuant to section 1145(a) 1145 of the Bankruptcy Code will Code, without further act or action by any Entity, from registration under (i) the Securities Act and (ii) any state or local law requiring registration for the offer, issuance, or distribution of Securities. (d) The New Common Interests, including the Rights Offering Shares (other than the Backstop Shares), New Secured Convertible Notes, the New Secured Notes, the Contingent Payment Obligations, the New Warrants, and the New Common Interests issued (i) upon conversion of the New Secured Convertible Notes, if any, (ii) in connection with the Contingent Payment Obligations, if any, and (iii) upon exercise of the New Warrants, may be freely tradable resold without registration under the Securities Act or other federal securities laws pursuant to the exemption provided by section 4(a)(1) of the recipients thereofSecurities Act, subject to: to (i) 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; , (ii) compliance with any applicable U.S. federal, state or foreign securities laws, if any, and any rules and regulations of the SECSecurities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities; securities or instruments, (iii) applicable regulatory approval, and (iv) the restrictionstransfer provisions, if any, on and other applicable provisions set forth in, as applicable, the transferability of such Securities in New Corporate Governance Documents, the New Secured Convertible Notes Documents, the New Secured Notes Documents, the Contingent Payment Obligations Documents, and the New Warrants Agreement. (e) Persons who purchase the New Common Interests Documents; and (iv) any other applicable regulatory approval. Any and all such New Common Interests (a) offered in reliance on pursuant to the exemption provided by section 1145 of the Bankruptcy Code and received by recipients who are deemed to be “underwriters” (as such term is defined from registration set forth in section 1145(b) of the Bankruptcy Code) or (b) offered in reliance on the exemption provided by section 4(a)(2) of the Securities Act and/or another or Regulation D promulgated thereunder will hold “restricted securities.” Such securities will be considered “restricted securities” and may not be transferred except pursuant to an effective registration statement or under an available exemption from the registration under requirements of the Securities Act, shall be deemed “restricted securities” that may not be offeredsuch as, soldunder certain conditions, exchanged, assigned, or otherwise transferred unless they are registered under the resale provisions of Rule 144 of the Securities Act or an exemption from registration under Act. Transfers of such securities will also be subject to the Securities Act is available transfer provisions, if any, and other applicable provisions set forth in compliance with any applicable state or foreign securities laws. the New Corporate Governance Documents. (f) The availability Reorganized Debtors shall reflect the ownership of the exemption under New Secured Convertible Notes and New Secured Notes through the facilities of DTC. Subject to section 1145 of 6.8 hereof, the Bankruptcy Code or any other applicable securities laws shall not be a condition to the occurrence of the Effective Date. Should the applicable Reorganized Debtors may elect, on or after the Effective Date, to reflect all or any portion of the ownership of New Common Interests, the Contingent Payment Obligations, the New Warrants, and the New Common Interests issued (i) upon conversion of the New Secured Convertible Notes, if any, (ii) in connection with the Contingent Payment Obligations, if any, and (iii) upon exercise of the New Warrants, through the facilities of DTC. In connection therewith, the applicable Reorganized Debtors shall not be required to provide any further evidence other than the Plan or Combined Confirmation Order with respect to the treatment under the Plan of such applicable portion of New Common Interests, New Secured Convertible Notes or the New Common Interests. DTCInterests issued upon conversion thereof, any transfer agentif any, the New Secured Notes, Contingent Payment Obligations, or the New Common Interests issued pursuant thereto, if any, or New Warrants or New Common Interests issued pursuant thereto, as applicable, and such Plan or Confirmation Order shall be deemed to be legal and binding obligations of the Reorganized Debtors in all respects. (g) DTC and all other similarly situated agent, trustee or other non-governmental Person or Entity Persons shall be required to accept and conclusively rely upon the Plan and Combined the Confirmation Order in lieu of a legal opinion for purposes of determining regarding whether the initial offer and sale of New Common Interests, the New Secured Convertible Notes, the New Secured Notes, the Contingent Payment Obligations, the New Warrants, or the New Common Interests were issued (i) upon conversion of the New Secured Convertible Notes, if any, (ii) in connection with the Contingent Payment Obligations, if any, or (iii) upon payment of the exercise price in accordance with the terms of the New Warrants Agreement, if any, are exempt from registration under section 1145(a) of the Bankruptcy Codeand/or eligible for DTC book-entry delivery, settlement, and depository services. (h) Notwithstanding anything to the contrary in the Plan or otherwise, no Person or Entity (including, for the avoidance of doubt, DTC) may require a legal opinion regarding the validity of any transaction contemplated by the Plan, including, for the avoidance of doubt, whether the New Common Interests, the New Secured Convertible Notes, the New Secured Notes, the Contingent Payment Obligations, the New Warrants, or the New Common Interests wereissued (i) upon conversion of the New Secured Convertible Notes, under if any, (ii) in connection with the PlanContingent Payment Obligations, if any, or (iii) upon exercise of the New Warrants, are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services or validly issued, fully paid paid, and non-assessable.

Exemption from Securities Laws. No registration statement will be filed The issuance of and the distribution under this Plan of (a) the Securities Act, or LegacyCo Units issued pursuant to any state securities lawsSection 4.4(b) of the Plan, with respect to and (b) the offer New Permian Corp. Shares (i) comprising the Put Option Premium and sale of Securities under this Plan. The offering and sale by the Reorganized Parent of any New Common Interests to the Holders of Unsecured Notes Claims (ii) pursuant to Sections 4.5(c) or 4.6 of the Equity Rights OfferingPlan, the Equity Rights Offering Backstop Commitment Letter or otherwise in exchange for Claims pursuant to Article III and the Combined Order shall be exempt from the registration requirements of Section 5 of under the Securities Act and any other applicable United States, State, or local law requiring registration for securities laws to the offer or sale of a security pursuant to fullest extent permitted by section 1145(a) 1145 of the Bankruptcy Code. To These Securities may be resold without registration under the extent Securities Act or other federal securities laws pursuant to the exemption provided by section 1145 is not applicable, the Reorganized Parent may rely upon section 4(a)(24(a)(1) of the Securities Act, and/or any other exemption from registration under unless the Securities Act. Any and all such New Common Interests offered and sold under the Plan in reliance on the exemption provided by section 1145(a) of the Bankruptcy Code will be freely tradable under the Securities Act by the recipients thereof, subject to: (i) the provisions of section 1145(b)(1) of the Bankruptcy Code relating holder is an “underwriter” with respect to the definition of an underwriter in section 2(a)(11) of the Securities Act; (ii) compliance with any applicable U.S. federal, 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; (iii) the restrictions, if any, on the transferability of such Securities in the New Common Interests Documents; and (iv) any other applicable regulatory approval. Any and all such New Common Interests (a) offered in reliance on the exemption provided by section 1145 of the Bankruptcy Code and received by recipients who are deemed to be “underwriters” (as such that term is defined in section 1145(b) of the Bankruptcy Code) or (b) offered in reliance on the exemption . In addition, such section 1145 exempt Securities generally may be resold without registration under state securities laws pursuant to various exemptions provided by section 4(a)(2) the respective laws of the Securities Act and/or another exemption from registration under the Securities Act, shall be deemed “restricted securities” that may not be offered, sold, exchanged, assigned, or otherwise transferred unless they are registered under the Securities Act or an exemption from registration under the Securities Act is available and in compliance with any applicable state or foreign securities lawsseveral states. The availability of the exemption under section 1145 of the Bankruptcy Code or any other applicable securities laws shall not be a condition to the occurrence of the Effective Date. The issuance and sale, as applicable, of the New Permian Corp. Shares pursuant to the Rights Offering and to the Backstop Parties under the Backstop Commitment Agreement (including the New Permian Corp. Shares issued pursuant to the Minimum Allocation Rights) are being made in reliance on the exemption from registration set forth in section 4(a)(2) of the Securities Act and Regulation D thereunder. Such Securities will be considered “restricted securities” and may not be transferred except pursuant to an effective registration statement or under an available exemption from the registration requirements of the Securities Act, such as, under certain conditions, the resale provisions of Rule 144 of the Securities Act. Should the applicable Debtors New Permian Corp. elect, on or after the Effective Date, to reflect all or for any portion of the ownership of the New Common Interests Permian Corp. Shares to be held through the facilities of the DTC, the applicable Debtors New Permian Corp. shall not be required to provide any further evidence other than the Plan or Combined Confirmation Order with respect to the treatment under the Plan of such applicable portion of the New Common InterestsPermian Corp. Shares, and such Plan or Confirmation Order shall be deemed to be legal and binding obligations of the Reorganized Debtors in all respects. DTC, any transfer agent, or other similarly situated agent, trustee or other non-governmental Person or Entity The DTC shall be required to accept and conclusively rely upon the Plan and Combined Confirmation Order in lieu of a legal opinion for purposes of determining regarding whether the initial offer and sale of the New Common Interests were Permian Corp. Shares are exempt from registration under section 1145(a) of the Bankruptcy Codeand/or eligible for DTC book-entry delivery, settlement, and depository services. Notwithstanding anything to the contrary in the Plan, no entity (including, for the avoidance of doubt, the DTC) may require a legal opinion regarding the validity of any transaction contemplated by the Plan, including, for the avoidance of doubt, whether the New Common Interests werePermian Corp. Shares are exempt from registration and/or eligible for DTC book entry delivery, under the Plansettlement, validly issued, fully paid and non-assessabledepository services.

Exemption from Securities Laws. No registration statement will be filed The issuance of and the distribution under the Plan of the Plan Securities Act, or pursuant to any state securities laws, with respect to the offer and sale of Securities under this Plan. The offering and sale by the Reorganized Parent of any New Common Interests to the Holders of Unsecured Notes Claims pursuant to the Equity Rights Offering, the Equity Rights Offering Backstop Commitment Letter or otherwise in exchange for Claims pursuant to Article III and the Combined Order shall be exempt from registration under the Securities Act and any other applicable securities laws pursuant to section 1145 of the Bankruptcy Code, to the maximum extent permitted thereunder. The New Common Stock (including the Rights Offering Stock and New Common Stock issuable upon the exercise of New Warrants) issued under the Plan will be issued without registration under the Securities Act or any similar federal, state, or local law in reliance upon section 1145 of the Bankruptcy Code. New Common Stock (including the Rights Offering Stock and New Common Stock issuable upon the exercise of New Warrants) issued under the Plan in reliance upon section 1145 of the Bankruptcy Code shall be exempt from, among other things, the registration requirements of Section 5 of the Securities Act and any other applicable United States, State, U.S. state or local law requiring registration for prior to the offer offering, issuance, distribution, or sale of a security pursuant securities except with respect to an entity that is an “underwriter” as defined in subsection (b) of section 1145(a) 1145 of the Bankruptcy Code. To For the extent avoidance of doubt, Novelion shall not be deemed an “underwriter” as defined in subsection (b) of section 1145 is not applicable, the Reorganized Parent may rely upon section 4(a)(2) of the Securities Act, and/or any other exemption from registration under the Securities Act. Any and all such New Common Interests offered and sold under the Plan in reliance on the exemption provided by section 1145(a) of the Bankruptcy Code will be freely tradable under the Securities Act by the recipients thereof, subject to: (i) 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; (ii) compliance with any applicable U.S. federal, 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; (iii) the restrictions, if any, on the transferability of such Securities in the Code. The New Common Interests Documents; Stock (including the Rights Offering Stock and (iv) any other applicable regulatory approval. Any and all such New Common Interests (aStock issuable upon the exercise of New Warrants) offered in reliance on the exemption provided by issued pursuant to section 1145 of the Bankruptcy Code and received by recipients who are deemed to be also does not constitute “underwritersrestricted securities” (as such term is defined in section 1145(bRule 144(a)(3) of the Bankruptcy Code) or (b) offered in reliance on the exemption provided by section 4(a)(2) of the Securities Act and/or another exemption from registration under the Securities Act, shall be deemed and, subject to the terms of the New Registration Rights Agreement and the Amended Memorandum of Association, is freely tradable and transferable by any holder thereof that: (a) is not an “restricted securitiesaffiliate” that may not be offered, sold, exchanged, assigned, or otherwise transferred unless they are registered of the Reorganized Debtors as defined in Rule 144(a)(1) under the Securities Act or Act; (b) has not been such an exemption from registration under the Securities Act is available “affiliate” within 90 days of such transfer; and in compliance with any applicable state or foreign securities laws. The availability of the exemption under section 1145 of the Bankruptcy Code or any other applicable securities laws shall (c) has not be a condition to the occurrence of the Effective Date. Should the applicable Debtors elect, on or after the Effective Date, to reflect all or any portion of the ownership of acquired the New Common Interests through the facilities of DTC, the applicable Debtors shall not be required to provide any further evidence other than the Plan or Combined Order with respect to the treatment under the Plan Stock from an “affiliate” within one year of such applicable portion of the New Common Interests. DTC, any transfer agent, or other similarly situated agent, trustee or other non-governmental Person or Entity shall accept and rely upon the Plan and Combined Order in lieu of a legal opinion for purposes of determining whether the initial offer and sale of the New Common Interests were exempt from registration under section 1145(a) of the Bankruptcy Code, and whether the New Common Interests were, under the Plan, validly issued, fully paid and non-assessabletransfer.