Reliance on Prospectus and Registration Exemptions. The Shareholders acknowledge and agree that the Brigade Common Shares being issued pursuant to this Agreement are being issued pursuant to an exemption from the prospectus and registration requirements of the Applicable Securities Laws. As a result, the Shareholders shall not be entitled to certain protections, rights and remedies available under the Applicable Securities Laws, including statutory rights of rescission or damages, and the Shareholders shall not receive information that would otherwise be required to be provided to the Shareholders pursuant to the Applicable Securities Laws.
Reliance on Prospectus and Registration Exemptions. PMI acknowledges and agrees that the Carrara Shares being issued pursuant to this Agreement are being issued pursuant to an exemption from the prospectus and registration requirements of the Applicable Laws. As a result, the PMI Shareholders shall not be entitled to certain protections, rights and remedies available under the Applicable Laws, including statutory rights of rescission or damages, and the PMI Shareholders shall not receive information that would otherwise be required to be provided to the PMI Shareholders pursuant to the Applicable Laws.
Reliance on Prospectus and Registration Exemptions. The Nubian Parties acknowledge and agree that the Option Shares and, if applicable, the Anti-Dilution Shares are being issued pursuant to an exemption from the prospectus and registration requirements of the Securities Laws. As a result, the holders of the Option Shares and the Anti-Dilution Shares shall not be entitled to certain protections, rights and remedies available under the Securities Laws, including statutory rights of rescission or damages, and the holders shall not receive information that would otherwise be required to be provided to the holders pursuant to the Securities Laws. As applicable, and to evidence their eligibility to acquire their respective Option Shares and the Anti-Dilution Shares pursuant to an exemption from applicable United States Securities Laws, Nubian or its nominees, as the case may be, shall execute and deliver to Athena an Investor Certificate, in the form attached as Schedule "D" hereto, prior to the issuance by Athena of the Option Shares and the Anti-Dilution Shares.
