No U.S. Registration. The Subscriber is aware and accepts that the Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and, subject to certain exemptions, may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Person. "U.S. Person" has the meaning set forth in Rule 902 of Regulation S under the U.S. Securities Act. The Subscriber acknowledges that, subject to certain exceptions provided under the U.S. Securities Act, the Securities may not be offered, sold or otherwise transferred to, or exercised by, any person in the United States or any U.S. Person or person acting for the account or benefit thereof. "United States" means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia.
No U.S. Registration. The Subscriber acknowledges that neither the Unit Securities nor any Warrant Stock have been, or will be, registered under the U.S. Securities Act and may not be offered or sold in the United States or to any U.S. Person, except pursuant to applicable exemptions from U.S. federal and state registration requirements.
No U.S. Registration. The Company has no obligation to register or qualify the Special Warrants or the Underlying Securities under the U.S. Securities Act or the securities laws of any state of the United States.
No U.S. Registration. Royal Gold is aware and accepts that the Purchased Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and, subject to certain exemptions, may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Person. “U.S. Person” has the meaning set forth in Rule 902 of Regulation S under the U.S. Securities Act. Royal Gold acknowledges that, subject to certain exceptions provided under the U.S. Securities Act, the Purchased Shares may not be offered, sold or otherwise transferred to, any person in the United States or any U.S. Person or person acting for the account or benefit thereof, unless such Purchased Shares are registered under the U.S. Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available, and Royal Gold understands that certificates representing the Purchased Shares issued to it will so indicate. “United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia.
No U.S. Registration. The Subscriber is aware and accepts that the Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the benefit or account of, any person in the United States or any U.S. Person. "U.S. Person" has the meaning set forth in Rule 902 of Regulation S promulgated under the U.S. Securities Act. The Subscriber acknowledges that, subject to certain exceptions provided under the U.S. Securities Act, the Securities may not be transferred, sold or exercised in the United States or by or on behalf of a U.S. Person unless such Securities are registered under the U.S. Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available, and the Subscriber understands that certificates representing the Securities issued to it may so indicate.
No U.S. Registration. The Corporation will not have any obligation to register any of the Subscription Receipts, the Special Warrants or the Underlying Securities under the U.S. Securities Act.
No U.S. Registration. The Holder hereby acknowledges that the Warrants represented hereby and the Common Shares issuable hereunder have not been and will not be registered under the U.S. Securities Act, as amended, or the securities laws of any state of the United States.
No U.S. Registration. The Participant is aware that the Options, and the Common Shares or other securities issuable upon exercise thereof, have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act’’) or the securities laws of any state and that the Options, and the Common Shares or other securities issuable upon exercise thereof, may not be offered or sold, directly or indirectly, in the United States without registration under the U.S. Securities Act and applicable state securities laws or compliance with the requirements of an exemption from registration therefrom and the Participant acknowledges that the Corporation has no present intention of filing a registration statement under the U.S. Securities Act or applicable state securities laws in respect of such securities;
No U.S. Registration. The Vendors acknowledge and agree that the Exchanged Securities will be issued to the Vendors without such issuance being registered under the Securities Act and will be issued to the Vendors in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) and Rule 506 of Regulation D of the Securities Act based on the representations and warranties of the Vendors in this Agreement. As such, each Vendor further acknowledges and agrees that the Exchanged Securities will, upon issuance, be “restricted securities” within the meaning of the Securities Act. The Vendors acknowledge and agree that all certificates issuable to U.S. Persons representing the Exchanged Securities will be endorsed with the following legend, or such a similar legend as deemed advisable by legal counsel, to ensure compliance with the Securities Act and to reflect the status of the Exchanged Securities as restricted securities: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.” The Vendors acknowledge that the Exchanged Securities may not be offered, resold, pledged or otherwise transferred except through an exemption from registration under the Securities Act or pursuant to an effective registration statement under the Securities Act and in accordance with all applicable state securities laws and the laws of any other jurisdiction. Each of the Vendors who are U.S. Persons agrees to resell the Exchanged Securities only in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act. Each of the Vendors who are U.S. Persons agrees that Tracker may refuse to register any transfer of the Exchanged Securities not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration. Each of the Vendors who are U.S. Persons agrees that Tracker may require the opinion of leg...
No U.S. Registration. Each Vendor understands that the Exchanged Shares are being issued pursuant to an exemption from registration under the Securities Act afforded by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. It understands that, upon issuance, the Exchanged Shares will be considered “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, it must hold the Exchanged Shares indefinitely unless they are registered with the United States Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. It acknowledges that CBIT has no obligation to register or qualify the Exchanged Shares for resale in any jurisdiction. It further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Exchanged Shares and on requirements relating to CBIT which are outside of its control, and which CBIT is under no obligation and may not be able to satisfy. It understands that the matters contemplated by this Agreement are not intended to be part of any public offering, and that it will not be able to rely on the protection of Section 11 of the Securities Act.
