No Registration Requirement. It is not necessary, in connection with the issuance and sale of the Notes to the Purchasers to register the Notes and the ADSs issuable upon conversion of the Notes and the Ordinary Shares represented by such ADSs under the Securities Act or to qualify the Indenture under the Trust Indenture Act.
No Registration Requirement. None of the Company, its subsidiaries or any of their respective Affiliates has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the Securities Act) that is or would be integrated with the issuance of the Warrants in a manner that would require the registration under the Securities Act of the Warrants or (ii) engaged in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Warrants or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. Assuming the accuracy of the representations and warranties of the Holders in Section 8.02 hereof, it is not necessary in connection with the offer, sale and delivery of the Warrants to the Initial Warrant Holder in the manner contemplated herein to register any of the Warrants under the Securities Act.
No Registration Requirement. None of the Company, its subsidiaries or any of their respective Affiliates has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the Securities Act) that is or would be integrated with the issuance of the Series B Preferred Stock in a manner that would require the registration under the Securities Act of the Series B Preferred Stock or (ii) engaged in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Series B Preferred Stock or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. Assuming the accuracy of the representations and warranties of Investor in Section 3C hereof, it is not necessary in connection with the offer, sale and delivery of the Series B Preferred Stock to Investor in the manner contemplated herein to register any of the Series B Preferred Stock under the Securities Act.
No Registration Requirement. No registration under the Securities Act (as defined below) is required in connection with the grant of the Option or the sale of Subject Shares pursuant to the exercise of the Option.
No Registration Requirement. Based in part upon the representations and warranties of the Backstop Parties set forth in Section 4(h), none of the offer or issuance of the Rights, the offer or sale of the Shares pursuant to the exercise of any of the Rights or the offer or sale of the Shares to the Backstop Parties pursuant to this Agreement requires any registration of the Shares or the Rights under the Securities Act, any state securities or “blue sky” laws or any foreign securities laws. No form of general solicitation or general advertising was used or will be used in connection with the offering or sale of the Rights or the Shares and none of the Company, any of its Subsidiaries, New Tronox, or anyone acting on its or their behalf has taken or will take any action that would render unavailable the exemption from registration provided by Section 4(2) of the Securities Act or otherwise subject the issuance or sale of the Rights or the Shares to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any state securities or “blue sky” laws or any foreign securities laws (including, without limitation, offering the Rights or Shares for sale to, or soliciting any offer to buy any of the same from, any person or under any circumstances that would render such exemption unavailable). None of the Company or its Subsidiaries (including New Tronox), nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that could cause this offering of the Unsubscribed Shares to be integrated with any other offerings by the Company or New Tronox for purposes of the Securities Act, nor will the Company or its affiliates take any action or steps that could cause the offering of the Shares to be integrated with other offerings.
No Registration Requirement. Subject to the truth and accuracy of the representations of the Investor set forth in Article 4 of this Agreement, the offer, sale and issuance of the Purchased Shares as contemplated by this Agreement are exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act, and neither the Company nor any person acting on its behalf will take any action hereafter that would cause the loss of such exemption.
No Registration Requirement. None of the Company, its subsidiaries or any of their respective Affiliates has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the Securities Act) that is or would be integrated with the issuance of the Warrants in a manner that would require the registration under the Securities Act of the Warrants or (ii) engaged in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Warrants or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. No securities of the Company or any of its subsidiaries are of the same class (within the meaning of Rule 144A) as the Warrants and listed on a national securities exchange registered under Section 6 of the Exchange Act, or quoted in a U.S. automated inter-dealer quotation system. Assuming the accuracy of the representations and warranties of the Holders in Section 8.2 hereof, it is not necessary in connection with the offer, sale and delivery of the Warrants to the Initial Holders in the manner contemplated herein to register any of the Warrants under the Securities Act.
No Registration Requirement. The Underwriters have and will not solicit offers to purchase or sell the Units so as to require the filing of a prospectus, registration statement or offering memorandum with respect thereto or the provision of a contractual right of action (as defined in Ontario Securities Commission Rule 14-501 – Local Definitions) or the registration of any of the Company’s securities under the laws of any jurisdiction including without limitation the United States.
No Registration Requirement. (i) The issuance of the Rights to Eligible Holders and the offer and sale of the Offered Shares to Eligible Holders pursuant to the Rights are exempt from registration under the Securities Act pursuant to the exemption from registration provided by Section 1145 of the Bankruptcy Code. None of the Company or any of its Subsidiaries or anyone acting on its or their behalf has taken or will take any action that would render unavailable the exemption from registration provided by Section 1145 of the Bankruptcy Code or otherwise subject the issuance or sale of the Rights or the offer, sale and issuance of the Offered Shares upon exercise thereof to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any state securities or “blue sky” Laws or any foreign securities Laws.
No Registration Requirement. None of the Company, any of its Subsidiaries nor any of their respective Affiliates has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the Securities Act) that is or would be integrated with the issuance of the Warrants or any Underlying Securities in a manner that would require the registration under the Securities Act of the Warrants or any Underlying Securities or (ii) engaged in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Warrants or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. Assuming the accuracy of the representations and warranties of the Holders in Section 7.2 hereof, it is not necessary in connection with the offer, sale and delivery of the Warrants or any Underlying Securities to the Warrant Holder in the manner contemplated herein to register any of the Warrants or any Underlying Securities under the Securities Act. (j) Affiliate Interests and Transactions. Other than as set forth on Schedule 7.1(j) hereto, (i) no Related Party is a party to any contract with the Company or any of its Subsidiaries with any outstanding obligations of either such party (other than employment related Contracts or Contracts delivered to the Warrant Holder that are related to the Company’s issued and outstanding securities), (ii) since [***], no Related Party has been a party to any transaction with the Company or any of its Subsidiaries (other than employment related Contracts or Contracts related to the Company’s issued and outstanding securities) and (iii) no Related Party has any interest in any property or assets used by the Company or any of its Subsidiaries with a value in excess of $[***]. (k)
