Offering in the United States Sample Clauses

Offering in the United States. 23.1 For the purposes of this agreement, the following terms will have the meanings indicated:
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Offering in the United States. (1) As used in this Section 10.1, the following terms have the following meanings:
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Offering in the United States. No offers or sales of the Purchased Units have or will be made in the United States except for offers and sales of U.S. Units (as defined in Schedule 14 hereto) that are made in accordance with the terms and are subject to the conditions of Schedule 14.
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Offering in the United States. 14.1 The Underwriters make the representations, warranties and covenants applicable to it in Schedule "A" hereto and agree, on behalf of itself and its affiliates, for the benefit of the Corporation, to comply with the selling restrictions imposed by the laws of the United States and described in Schedule "A" hereto, which form part of this Agreement. The Underwriters also agree to obtain such an agreement of each member of the Selling Dealer Group. Notwithstanding the foregoing provisions of this section 14.1, the Underwriters will not be liable to the Corporation pursuant to this section 14.1 or Schedule "A" as a result of the violation by another member of the Selling Dealer Group of the provisions of this section 14.1 or Schedule "A" if the Underwriter is not itself also in violation. The Corporation makes the representations, warranties and covenants applicable to the Corporation in Schedule "A" hereto, which forms part of this Agreement.
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Offering in the United States the Agent acknowledges that the Subscription Receipts, the Offered Common Shares, the Subscription Receipt Shares, the Option Shares, the Broker Warrants and the Broker Warrant Shares have not been, and will not be registered under the 1933 Act or applicable state securities laws and may not be offered or sold except outside the United States in accordance with Regulation S or, for offers or sales in the United States, offered by the Agent through the US Affiliate and sold by the Corporation, pursuant to Rule 506 of Regulation D. Accordingly, the Agent represents, warrants and covenants to and with the Corporation as follows, which representations and warranties shall be true as of the date of this Agreement and as of each Closing Time and each Closing Date, and which representations, warranties and covenants shall survive the completion of the transactions contemplated under this Agreement; (i) it has offered and sold, and will offer and sell, the Subscription Receipts, the Offered Common Shares and the Option Shares outside the United States only in accordance with Rule 903 of Regulation S and accordingly, neither the Agent, its affiliates nor any persons acting on its or their behalf, has made or will make: (1) except as permitted under (ii), any offer to sell, or any solicitation of an offer to buy, any Subscription Receipts, Offered Common Shares or Option Shares to any person in the United Sates; (2) any sale of Subscription Receipts, Offered Common Shares or Option Shares to any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States, or the Agent, or such affiliate or person acting on behalf of the Agent, reasonably believed that such Purchaser was outside the United States; or (3) any Directed Selling Efforts in the United States with respect to the Subscription Receipts, Offered Common Shares or Option Shares; (ii) it has offered and sold, and will offer and sell, the Subscription Receipts, the Offered Common Shares and the Option Shares to Purchasers in the United States only in the following manner: (1) the Agent has offered and sold and will offer and sell the Subscription Receipts, the Offered Common Shares and the Option Shares in the United States only through its US Affiliate, which was and is on the dates of such offers and sales a duly registered broker or dealer pursuant to Section 15(b) of the 1934 Act and under the securities laws of each state in which such offers and ...
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Offering in the United States. (a) For the purposes of this Section 13, the following terms will have the meanings indicated:
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Related to Offering in the United States

  • Outside the United States If you acquired the software in any other country, the laws of that country apply.

  • United States If you acquired the software in the United States, Washington state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where you live govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort.

  • Increasing Seat Belt Use in the United States E.O. 13043, amended by E.O. 13652, requires Recipients to encourage employees and contractors to enforce on-the-job seat belt policies and programs when operating company- owned, rented or personally-owned vehicle.

  • United States Law The determination of whether Information and Inventions are conceived, discovered, developed or otherwise made by a Party for the purpose of allocating proprietary rights (including Patent, copyright or other intellectual property rights) therein, shall, for purposes of this Agreement, be made in accordance with applicable United States law.

  • states Will service all Fifty (50) States Will not service Fifty (50) States

  • REGISTRATION WITH DEPARTMENT OF REVENUE The CONTRACTOR shall complete registration with the Washington State Department of Revenue and be responsible for payment of all taxes due on payments made under this contract.

  • UNITED ARAB EMIRATES Notifications

  • Department of State Registration Consistent with Title XXXVI, F.S., the Contractor and any subcontractors that assert status, other than a sole proprietor, must provide the Department with conclusive evidence of a certificate of status, not subject to qualification, if a Florida business entity, or of a certificate of authorization if a foreign business entity.

  • Regulation D Offering Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

  • United States and Canada For warranty service or information about how to obtain a refund for software acquired in the United States and Canada, contact Microsoft at