Prohibition on Exercise by U Sample Clauses
Prohibition on Exercise by U. S. Persons; Legended Certificates
(1) Subject to Section 3.3(2) below, (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; and (ii) no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States.
(2) Notwithstanding Section 3.3(1), Warrants which bear the legend set forth in Section 2.8(1) may be exercised in the United States or by or on behalf of a U.S. Person, and Common Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that (a) the Person exercising the Warrants (i) is an original U.S. Purchaser who purchased the Warrants directly from the Corporation (ii) is an institutional "accredited investor" that satisfies one or more of the criteria set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D or is a "qualified purchaser" as defined in Section 2(a)(51) of the U.S. Investment Company Act and (b) delivers a completed and executed U.S. Purchaser Letter or provides in form and substance satisfactory to the Corporation and Warrant Agent a legal opinion which confirms that issuance of shares is in compliance with the applicable state laws and the U.S. Securities Act; provided however that in the case of a Warrantholder that is the original purchaser of the Warrants and who delivered the U.S. Accredited Investor Certificate attached to the subscription agreement of the Corporation in connection with its purchase of Units pursuant to the private placement under which the Warrants were issued, such Warrantholder will not be required to deliver a U.S. Purchaser Letter or an opinion of counsel in connection with the due exercise of the Warrant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. Accredited Investor Certificate remain true and correct and the Warrantholder represents to the Corporation as such. The Warrant Agent shall rely without further investigation on the Exercise Notice (Schedule B) to determine if these exceptions are applicable.
(3) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in Sections 2.8(1) and 2.8(2) and which are issued and delivered pursuant to Section 3.3(2) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY ST...
Prohibition on Exercise by U. S. Persons; Legended Certificates
(1) Subject to Section 3.3(2) below, (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; and (ii) no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States.
(2) Notwithstanding Section 3.3(1), (i) Warrants which bear the legend set forth in Section 2.8(2) may be exercised in the United States or by or on behalf of a U.S. Person, and (ii) Common Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that the person exercising the Warrants is a U.S. Purchaser with respect those Warrants and signs and delivers a letter substantially in the form attached hereto as Schedule “D” or provides in form and substance satisfactory to the Corporation and Warrant Agent a legal opinion which confirms that issuance of shares is in compliance with the applicable state laws and the United States Securities Act of 1933.
(3) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in 2.8(2) and which are issued and delivered pursuant to Section 3.3(2) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT OR (C) THE SALE IS MADE IN THE UNITED STATES (i) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR (ii) PURSUANT TO A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR APPLICABLE STATE SECURITIES LAWS AND, IN THE CASE OF EACH OF (i) AND (ii), THE PURCHASER IS A QUALIFIED PURCHASER AND THE SELLER HAS FURNISHED TO THE CORPORATION AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION PRIOR TO SUCH OFFER, SALE OR TRANSFER. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE, A NEW CERTIFICATE...
Prohibition on Exercise by U. S. Persons; Exception
(1) Warrants may not be exercised by or on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws and the holder of the Warrants has furnished an opinion of counsel of recognized standing in form and substance satisfactory to the Company to such effect; provided that an Accredited Investor that purchased the Warrants in the United States will not be required to deliver an opinion of counsel in connection with the exercise of Warrants, provided it provides the certification required in subsection 4.8(2)(b) below. The Company shall be entitled to rely upon the registered address of the Warrantholder set forth in such Warrantholder’s Form of U.S. Subscription Agreement for U.S. Institutional Accredited Investors under the Offering for the purchase of Units in determining whether the address is in the United States or the Warrantholder is a U.S. Person.
(2) Any holder which exercises any Warrants shall provide/certify substantially as follows, to the Company either:
(a) the holder: (a) at the time of exercise of the Warrants is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person; and (c) has in all other aspects complied with the terms of an “offshore transaction” within the meaning of Regulation S under the U.S. Securities Act;
(b) the holder: (a) acquired the Warrants directly from the Company pursuant to an executed U.S. purchaser’s letter for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants directly from the Company and for whose account such holder exercises sole investment discretion; and (c) was, and any beneficial purchaser for whose account such holder acquired the Warrants and is exercising the Warrants was, an Accredited Investor both on the date the Warrants were purchased from the Company and on Exercise Date of the Warrants; or
(c) a written opinion of counsel of recognized standing in form and substance satisfactory to the Company to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Common Shares issuable on exercise of the Warrant...
Prohibition on Exercise by U. S. Persons; Exceptions, of the Indenture is hereby deleted in its entirety.
Prohibition on Exercise by U. S. Persons; Legended Certificates;
Prohibition on Exercise by U. S. Persons; Exception
(1) Subject to subsection 3.7(2), (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; and (ii) no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States. The Warrant Agent shall be entitled to rely upon the registered address of the Warrantholder as set forth in such Warrantholder's subscription agreement for the purchase of Special Warrants in determining whether the address is in the United States or is a U.S. Person.
(2) Notwithstanding subsection 3.7(1), (i) Warrants which bear the legend set forth in subsection 2.20(1) may be exercised in the United States or by or on behalf of a U.S. Person; and (ii) Common Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that the person exercising the Warrants signs and delivers to the Warrant Agent a letter substantially in the form attached as Schedule "B" hereto and such Common Shares or new Warrants, if less than the entire amount of the Warrants held is exercised, are appropriately legended in accordance with the legend set forth in subsection 2.20(1).
Prohibition on Exercise by U. S. Persons; Legended Certificates
(1) Subject to Section 3.3(2) and Section 3.3(3) below, (a) Warrants may not be exercised within the United States, by any U.S. Person, or for the account or benefit of any U.S. Person or any person in the United States; and (b) no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States.
(2) Notwithstanding Section 3.3(1), Warrants may be exercised in the United States, by a U.S. Person, or for the account or benefit of a U.S. Person or a person in the United States, and Common Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that (a) the Person exercising the Warrants (i) is an original U.S. Purchaser who purchased the Warrants directly from the Corporation, or (ii) is an "accredited investor" that satisfies one or more of the criteria set forth in Rule 501(a) of Regulation D and (b) delivers a completed and executed U.S. Purchaser Certification or provides in form and substance satisfactory to the Corporation and Warrant Agent a legal opinion which confirms that the issuance of the Common Shares is in compliance with the applicable state laws and the U.S. Securities Act; provided however that in the case of a Warrantholder that is the original purchaser of the Warrants and who delivered the U.S. accredited investor certificate attached to the subscription agreement of the Corporation in connection with its purchase of Treasury Units pursuant to the private placement under which the Warrants were issued, such Warrantholder will not be required to deliver a U.S. Purchaser Certification or an opinion of counsel in connection with the due exercise of the Warrant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. Accredited Investor Certificate remain true and correct and the Warrantholder represents to the Corporation as such.
(3) Unless the Corporation has previously caused a registration statement on Form S-1 to be declared effective by the SEC, which registers the issuance of Common Shares upon exercise of Warrants, certificates representing Common Shares issued upon the exercise of Warrants (and Warrants issued in substitution or exchange therefor) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR STATE SECURITIES LAWS. THE HOLDER HEREOF, ...
Prohibition on Exercise by U. S. Persons; Legended Certificates
(1) Subject to Section 3.3(2), Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States unless (a) an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws and the holder of the Warrants has furnished an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company to such effect; or (b) in the case of an Original QIB Purchaser, the representations, warranties and covenants made by the Original QIB Purchaser in the QIB Letter remain true and correct at the time of exercise. The Warrant Agent shall be entitled to rely upon the registered address of the Warrantholder as set forth in such Warrantholders register in determining whether the address is in the United States or the Warrantholder is a U.S. Person.
(2) Any Warrantholder which exercises any Warrants shall provide to the Company either:
(a) a written certification that such holder (i) is not in the United States; (ii) is not a U.S. Person;
Prohibition on Exercise by U. S. Persons; Legended Certificates.
(1) Other than as provided in subsection 3.2(2), (a) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; and (b) no Warrant Shares issued upon exercise of Warrants may be delivered to any address in the United States.
Prohibition on Exercise by U. S. Persons; Legended Certificates
(1) Subject to Section 3.3(2), (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; and (ii) no Warrant Shares issued upon exercise of Warrants may be delivered to any address in the United States.
(2) Notwithstanding Section 3.3(1), Warrants which bear the legend set forth in Section 2.8(1) may be exercised in the United States or by or on behalf of a U.S. Person, and Warrant Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that either (a) the person exercising the Warrants (i) is an original U.S. purchaser who purchased the Warrants directly from the Corporation pursuant to Rule 144A under the U.S. Securities Act,