Regulation A Qualification Sample Clauses

Regulation A Qualification. (1) Neither the Warrants nor the Warrant Shares have been or will be registered under the U.S. Securities Act or under any United States state securities laws. The Warrants and the Warrant Shares have been qualified under the Form 1-A filed pursuant to Regulation A. Warrant Shares issuable upon exericse of the Warrants are qualified under Regulation A pursuant to the Rule 251(d)(3) Qualification; provided that the Corporation is current in its annual and semi-annual filings pursuant to Rule 257(b) of Regulation A. (2) The Warrants may not be exercised unless (a) the Rule 251(d)(3) Qualification is available; (b) the Warrant Shares have been registered under the U.S. Securities Act and applicable state securities laws; or (c) an exemption from such registration is available and the holder has provided an opinion of counsel of recognized standing or other evidence in form and substance reasonably satisfactory to the Corporation and Warrant Agent that the issuance of the Warrant Shares is exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. (3) The Corporation covenants and agrees to file on a timely basis its annual report on Form 1-K and its semi-annual reports on Form 1-SA pursuant to Rule 257(b) of Regulation A. The Corporation will provide timely notice to the Warrant Agent of any failure to comply with the requirements of the Rule 251(d)(3)