Foreign Holders. Notwithstanding any provision of the Plan or applicable Program to the contrary, in order to comply with the Applicable Law in countries other than the United States in which the Company and its Subsidiaries operate or have Employees, Non-Employee Directors or Consultants, or in order to comply with the requirements of any foreign securities exchange or other Applicable Law, the Administrator, in its sole discretion, shall have the power and authority to: (a) determine which Subsidiaries shall be covered by the Plan; (b) determine which Eligible Individuals outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Eligible Individuals outside the United States to comply with Applicable Law (including, without limitation, applicable foreign laws or listing requirements of any foreign securities exchange); (d) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; provided, however, that no such subplans and/or modifications shall increase the share limitation contained in Section 3.1 or the Director Limit; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any foreign securities exchange.
Foreign Holders. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in countries other than the United States in which the Company and its Subsidiaries operate or have Employees, Non-Employee Directors or Consultants, or in order to comply with the requirements of any foreign securities exchange and Applicable Law, the Administrator, in its sole discretion, shall have the power and authority to: (a) determine which Subsidiaries shall be covered by the Plan; (b) determine which Eligible Individuals outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Eligible Individuals outside the United States to comply with applicable foreign laws or listing requirements of any such foreign securities exchange; (d) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such subplans and/or modifications shall be attached to the Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Sections 3.1 and 3.3; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign securities exchange. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate Applicable Law. For purposes of the Plan, all references to foreign laws, rules, regulations or taxes shall be references to the laws, rules, regulations and taxes of any applicable jurisdiction other than the United States or a political subdivision thereof.
Foreign Holders. If any Holder is not a United States person (as defined by Section 7701(a)(30) of the IRC ), such Holder hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to exchange its Notes for shares of Series B Preferred Stock under Agreement, including: (i) the legal requirements within its jurisdiction for the purchase of such shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Notes or the Series B Preferred Stock. Each Holder’s execution of this Agreement, exchange of Notes for Series B Preferred Stock and continued beneficial ownership of the shares of Series B Preferred Stock, will not violate any applicable securities or other laws of such Holder’s jurisdiction.
Foreign Holders. The Subscription Agent shall refrain from delivering Subscription Certificates to Foreign Holders, and shall hold such Subscription Certificates for the account of Foreign Holders subject to such Stockholder making satisfactory arrangements with the Subscription Agent for the exercise or other disposition of the Rights evidenced thereby, and shall follow the instructions of such Stockholder for the exercise of such Rights if such instructions are received prior to the Expiration Time.
Foreign Holders and Holders who do not wish to receive Ordinary Shares: NAB shall comply with:
(a) clause 6.10 of the Terms if Notes held by a Foreign Holder are to be Converted; and
(b) clause 6.12 of the Terms if Holders do not wish to receive Ordinary Shares.
Foreign Holders. (a) Where a Scheme Shareholder is an Ineligible Foreign Holder, the number of PEM Shares and PEM Options to which the Scheme Shareholder would otherwise be entitled under the Share Scheme will be issued to a nominee approved by PEM, CBH and (if necessary) ASIC, who will sell those PEM Shares and PEM Options as soon as practicable (at the risk of that Ineligible Foreign Holder) and pay the proceeds received, after deducting any applicable brokerage, stamp duty and other taxes, charges and selling costs, to that Ineligible Foreign Holder in full satisfaction of that Ineligible Foreign Holder’s rights under the Share Scheme in relation to the Share Scheme Consideration.
(b) Where a Scheme Noteholder is an Ineligible Foreign Holder, the number of PEM Notes to which the Scheme Noteholder would otherwise be entitled under the Note Scheme will be issued to a nominee approved by PEM, CBH and (if necessary) ASIC, who will sell those PEM Notes as soon as practicable (at the risk of that Ineligible Foreign Holder) and pay the proceeds received, after deducting any applicable brokerage, stamp duty and other taxes, charges and selling costs, to that Ineligible Foreign Holder in full satisfaction of that Ineligible Foreign Holder’s rights under the Note Scheme in relation to the Note Scheme Consideration.
(c) For the avoidance of doubt:
(i) Toho is not an Ineligible Foreign Holder;
(ii) this clause 4.10 does not apply to Toho; and
(iii) if the Schemes become Effective, PEM must provide the Scheme Consideration to Toho in accordance with the Schemes and this Deed.
Foreign Holders. Such Holder hereby represents that it is located outside of the United States and such Holder, at the time of the sale of the Conversion Shares, will be outside the United States. Such Holder has not engaged in or directed any unsolicited offers to purchase the Ordinary Shares of the Company in the United States, and is neither a U.S. Person nor a Distributor (as defined in Rule 902(k) and 902(d), respectively, of Regulation S). Such Holder is familiar with and understands the terms and conditions and requirements contained in Regulation S, specifically, without limitation, the Holder understands that the statutory basis for the exemption claimed for the sale of the Conversion Shares would not be present if the sale, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Such Holder further represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Conversion Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the receipt of the Conversion Shares, (ii) any foreign exchange restrictions applicable to such receipt, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Conversion Shares. The Holder’s subscription for and continued beneficial ownership of the Conversion Shares will not violate any applicable securities or other laws of the Holder’s jurisdiction.
Foreign Holders. 22.1 Where a Note is held by or on behalf of a person resident outside Australia or the United States then, notwithstanding any other terms or conditions applicable to a Note, it will be a condition precedent to the right of the Noteholder to receive payment of any amount payable under these terms and conditions or to obtain CDIs on Conversion that the requirements of all applicable laws of the United States, Australia or any of their respective states or territories and of the country of residence of the Noteholder in respect of such payment or Conversion are satisfied so that such payment or Conversion will not result in a breach of any such applicable law by the Company.
Foreign Holders. If the Holder is not a United States person (as defined by Section 7701(a)(30) of the Code), such Holder hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Royale Common Stock and Royale Senior Notes or any use of this Agreement, including: (i) the legal requirements within its jurisdiction for the purchase of the Royale Common Stock and Royale Senior Notes, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Royale Common Stock and Royale Senior Notes. The Holder’s exchange for and continued beneficial ownership of the Royale Common Stock and Royale Senior Notes, will not violate any applicable securities or other laws of such Holder’s jurisdiction. The funds used to purchase the Shares to be exchanged for the Royale Common Stock and Royale Senior Notes do not violate the anti-money laundering provisions of the Money Laundering Control Act of 1986 or the Bank Secrecy Act of 1970, as amended by the USA Patriot Act of 2001.
Foreign Holders. If the Holder is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), the Holder hereby represents that he, she or it has satisfied itself as to the full observance of the laws of the Holder’s jurisdiction in connection with any invitation to subscribe for the Securities or any use of the Notes, including (A) the legal requirements within the Holder’s jurisdiction for the purchase of the Securities, (B) any foreign exchange restrictions applicable to such purchase, (C) any governmental or other consents that may need to be obtained, and (D) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. The Holder’s subscription, payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Holder’s jurisdiction.
