Common use of FOREIGN NOTEHOLDERS Clause in Contracts

FOREIGN NOTEHOLDERS. The Convertible Loan Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, or under any of the relevant securities laws of any state or territory of the United States. No prospectus in relation to the Convertible Loan Notes will be filed and no relief from applicable securities law requirements has been or will be obtained from the applicable securities regulatory authority of any province or territory of Canada. In addition, no steps have been taken, or will be taken, to enable the Convertible Loan Notes to be offered in Japan in compliance with applicable securities laws of Japan and no prospectus in relation to the Convertible Loan Notes has been, or will be, lodged with or registered by the Australian Securities Commission. Accordingly, the Convertible Loan Notes may not (subject to certain exceptions, including any exemption, if available, from any applicable registration requirements, and otherwise in compliance with all applicable laws) be offered, sold or delivered, directly or indirectly, in or into Canada, Japan, Australia or the Republic of South Africa or any other jurisdiction if to do so would constitute a violation of relevant laws of, or require registration thereof in, such jurisdiction or to or for the account or benefit of any US Person.