Exemptions from Registration. Such Purchaser understands that the Shares are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Shares.
Exemptions from Registration. Investor understands and acknowledges that the Shares, and Common Stock underlying the Shares and Common Stock to be issued as dividends, are being offered and sold under one or more of the exemptions from registration provided for in Sections 4(2) and 4(6) of the Securities Act of 1933, as amended including, Regulation D promulgated thereunder. Investor acknowledges that the Shares are being purchased without the Investor being offered or furnished any offering literature, prospectus or other material, financial or otherwise, and that this transaction has not been scrutinized by the United States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state. Investor understands that the Company is relying on the truth and accuracy of the representations, declarations and warranties herein made by Investor in offering the Shares for sale to the Investor without having first registered the Shares under the Act.
Exemptions from Registration. The issuance by RJF of the RJF Options and the issuance by RJ Holdings of the Exchangeable Shares and the Retractable Shares, shall be exempt from registration or registered under applicable United States federal and state securities laws.
Exemptions from Registration. To its knowledge, the Corporation is not in default of U.S. Securities Laws and the Corporation is entitled to avail itself of applicable exemptions from registration available under applicable U.S. Securities Laws as described in Schedule A in respect to trades of Offered Shares to purchasers resident in the United Shares.
Exemptions from Registration. Assuming the accuracy of the representations of Purchaser contained herein, the transaction contemplated hereby, to the extent that it consists of an offer or sale of securities of the Subscribed Shares to Purchaser is exempt from registration under the Securities Act by virtue of Regulation D promulgated thereunder and the Company will not assert a contrary position.
Exemptions from Registration. The Term Loan Note will be issued ---------------------------- in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and the Term Loan Note will or may also be issued in reliance upon the exemptions from registration contained in Sections 10-5-9(13) and (14) of the Georgia Securities Act of 1973, as amended, and/or other exemptions contained in the applicable securities or blue sky laws of other states, and that the transfer of the Term Loan Note may be restricted or limited as a condition to the availability of such exemptions.
Exemptions from Registration. Parent shall be satisfied in its sole discretion that the offer and sale of the Merger Consideration, the offer and sale of Parent Common Stock and Parent Preferred Stock pursuant to section 1.11 of this Agreement, and any and all other applicable transactions contemplated in connection with the Merger and/or this Agreement, are exempt from registration under all applicable federal, state and foreign securities laws; provided however, that the issuance of a California Permit shall be deemed to be an exemption from registration under the Securities Act for issuances of Parent Common Stock and Parent Preferred Stock to Company Equityholders pursuant to this Agreement, other than the issuances of Parent Common Stock and Parent Preferred Stock pursuant to Section 1.11 of this Agreement.
Exemptions from Registration. The Parties agree that the conversions contemplated herein will constitute either (i) transactions outside the United States as "offshore transactions" not subject to "directed selling efforts" under Regulation S of the US Securities Act or (ii) in the United States to holders that are QIB transactions not involving a "public offering" pursuant to one or more exemptions from the registration requirements of the US Securities Act. Allocation to Existing Shareholders: Existing Shareholders will in aggregate be owners of 2.0% of the issued and outstanding shares of the Company at completion of the Debt Conversion. SEB Arrangement: As part of the Restructuring, in accordance with a loan purchase agreement dated as of the date hereof, SEB shall (i) sell its entire claims in the 510 Facility, the 265 Facility and the Second Senior Facility to certain members of the Steering Committee, who shall receive their pro rata shares of the 510 Facility, the 265 Facility and the Second Senior Facility in proportion to the total amount of their purchase, and (ii) exchange its entire claim in the 170 Facility for a sale-leaseback agreement, a form of which is attached hereto as Schedule 5. For the avoidance of doubt, the closing of the SEB Arrangement is subject to occurrence of the Closing Date. HSH Arrangement: As part of the Restructuring, in accordance with a loan purchase agreement dated as of the date hereof, HSH shall sell its entire claims in the 510 Facility and the 265 Facility to certain members of the Steering Committee, who shall receive their pro rata shares of the 510 Facility and the 265 Facility in proportion to the total amount of their purchase. For the avoidance of doubt, the final settlement of the HSH Arrangement is subject to occurrence of the Closing Date. Distributions Upon Completion of SEB and HSH Arrangements: Subject to completion of the SEB Arrangement and the HSH Arrangement and taking into account of each of such arrangements, the Senior Lenders and the Second Senior Lenders will each receive their applicable portion of 94.5% of the issued shares of the Company at the completion of the Debt Conversion and applicable portion of the Restructuring Fee, as set forth on Schedule 3 attached hereto. Company Parties – Undertaking: Subject to the terms and conditions of this PSA and except as the Steering Committee, in consultation with the Trustee (on behalf of the Bondholders), may expressly release, extend or waive in writing any of the following C...
Exemptions from Registration. The parties hereto intend that the Nevada Zhongke Shares to be issued to the beneficiaries Zhongke Shareholders shall be exempt from the registration requirements of the Securities Act pursuant to Regulation S, Section 4(2) of the Securities Act and the rules and regulations promulgated there under. The parties believe these transactions are private placements within the meaning of the rules and regulations under the Securities Act. Each of these entities separately, and through their intermediaries, had a pre-existing relationship that had existed for at least 30 days. Nevada Zhongke will rely upon the exemptions from registration provided by Regulation S, Section 4(2) and Regulation D of the Securities Act, and on comparable exemptions under the China Corporation Act and the China Securities Act and other state and foreign laws. It is understood that these exemptions are available because the issuances will be made to a de minimus number of sophisticated persons, in transactions not involving a public offering.
Exemptions from Registration. And Regulatory Approvals And --------------------------------------------------------- Consents. The Purchased Option Shares shall be issued in reliance upon such -------- exemptions from registration or qualification under United States federal and state securities laws, and under Canadian federal and/or provincial securities laws, as applicable, that the Company, in its reasonable discretion, shall determine to be appropriate, including, without limitation:
(i) In the case of United States securities laws, any of the following: Rule 701 of the Securities Act for employee benefit plans; Section 3(a)(11) of the Securities Act and Rule 147 promulgated thereto for intrastate offerings; Section 3(b) of the Securities Act for limited offerings and Rule 505 of Regulation D promulgated thereto; and/or Section 4(2) of the Securities Act for private offerings and Rule 506 of Regulation D promulgated thereto, and
(ii) The requirements of any applicable exemptions from registration or qualification afforded by the securities laws of such state in which the Optionee is then a resident of and/or domiciled within; and/or
(iii) The requirements of any applicable exemptions from registration or qualification afforded by Canadian federal or provincial securities laws. If requested by the Company, the Optionee shall provide such further representations or documents as the Company or its legal counsel, in their reasonable discretion, deem necessary or advisable in order to effect compliance with the conditions of any and all of the aforesaid exemptions from United States and/or Canadian federal, state or provincial registration or qualification upon which it is relying, or with all applicable rules and regulations of any applicable securities exchanges. In the event the Company is unable to obtain, without undue burden or expense, such consents or approvals as may be required from any applicable regulatory authority (or may be deemed reasonably necessary or advisable by counsel from the Company) with respect to the applicable exemptions from United States and/or Canadian federal or state registration or qualification which the Company is reasonably relying upon, the Company shall have no obligation under this Option Agreement to issue or sell the Purchased Option Shares until such time as such consents or approvals may be reasonably obtained without undue burden or expense, and the Company shall be relieved of all liability with respect to its inability to issue or sell the...
