Name of U Sample Clauses

Name of U. S. Affiliate] is a duly registered broker or dealer with the United States Securities and Exchange Commission and is a member of and in good standing with the Financial Industry Regulatory Authority, Inc. on the date hereof;

Name of U. S. broker dealer Affiliate] is on the date hereof, and was on the date of each offer and sale of the Securities made by it to, or for the account or benefit of, a person in the United States or a U.S. Person, a duly registered broker or dealer under the United States Securities and Exchange Act of 1934, as amended, and the securities laws of each state in which an offer or sale of Securities was made by us (unless exempted from the respective state’s broker dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc. (“FINRA”), and all offers and sales of Securities to, or for the account or benefit of, persons in the United States or U.S. Persons by or through [Name of U.S. broker dealer Affiliate] have been and will be effected in accordance with all U.S. federal and state broker dealer requirements;

Name of U. S. Affiliate] was on the date of each offer and sale of the Units made by it in the United States, and on the date hereof is, a duly registered broker or dealer pursuant to Section 15(b) under the U.S. Exchange Act and under the securities laws of each state in which such offers were made (unless exempted from the respective state’s broker-dealer registration requirements), and is and was a member of, and in good standing with, FINRA on the date hereof and on the date of each offer and sale of Common Shares made by it, and all offers and sales of Units in the United States effected by it have been and will be in accordance with all U.S. federal and state securities laws, including those governing the registration and conduct of broker-dealers; 2 each offeree in the United States, prior to the time of such offeree's purchase of Units, was provided with a copy of the Final U.S. Private Placement Memorandum, which included the Preliminary Prospectus, the Prospectus and any Supplementary Material, as applicable, and no other written material (other than the Purchaser Letter) was used in connection with the offer or sale of Units in the United States; 3 immediately prior to our transmitting the Final U.S. Private Placement Memorandum to offerees in the United States we had reasonable grounds to believe and did believe that each offeree was, and continue to believe that each such offeree purchasing Units from us pursuant to Section 4(a)(2) of the U.S. Securities Act and Rule 506(b) of Regulation D thereunder is a Qualified Institutional Buyer or Accredited Investor; 4 prior to any sale of Units by us to a Qualified Institutional Buyer or Accredited Investor, each purchaser of Units in the United States pursuant to Section 4(a)(2) of the U.S. Securities Act and Rule 506(b) of Regulation D thereunder has delivered to us an executed Purchaser Letter in the form of Exhibit I to the Final U.S. Private Placement Memorandum and a copy of each such letter has been delivered to the Company; 5 we have used no form of Directed Selling Efforts and no form of General Solicitation or General Advertising in connection with the offer or sale of the Units in the United States;