Restrictions on Exercise under United States Securities Laws. (1) The Warrants may not be exercised by or on behalf of a Person in the United States or a U.S. Person unless the securities issuable on the exercise thereof have been registered under the U.S. Securities Act or 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 reasonably satisfactory to the Corporation to such effect; provided that a Qualified Institutional Buyer that purchased Class A Restricted Voting Units in the Corporation’s private placement of Class A Restricted Voting Units to, or for the account or benefit of, Persons in the United States or U.S. Persons in the Offering will not be required to deliver an opinion of counsel in connection with the exercise of Warrants that are a part of those Class A Restricted Voting Units by the holder of the Warrants.
Restrictions on Exercise under United States Securities Laws. (1) The Warrants may not be exercised by or on behalf of a person in the United States or a U.S. Person unless registered under the U.S. Securities Act or 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 reasonably satisfactory to the Corporation to such effect; provided that a U.S. Institutional Accredited Investor that purchased Units in the Corporation's private placement of Units to, or for the account or benefit of, persons in the United States or U.S. Persons will not be required to deliver an opinion of counsel in connection with the exercise of Warrants that are a part of those Units.
Restrictions on Exercise under United States Securities Laws. The Warrants may not be exercised by or on behalf of a Person in the United States or a U.S. Person unless the securities issuable on the exercise thereof have been registered under the U.S. Securities Act or 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 reasonably satisfactory to the Corporation and to the Warrant Agent to such effect.
Restrictions on Exercise under United States Securities Laws. The Warrants may not be exercised unless the securities issuable on the exercise thereof have been registered under the U.S. Securities Act or 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 Corporation to such effect; provided further, that a Holder will not be required to deliver an opinion of counsel (i) in connection with the “cashless” exercise of Warrants and (ii) to the extent the Corporation has, in its sole discretion, provided the Warrant Agent with an opinion of counsel reasonably satisfactory to the Warrant Agent with respect to the registration under the U.S. Securities Act of the issuance of Shares upon the exercise of such Warrants or the exemption from such registration. If Shares are issued pursuant to such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the U.S. Securities Act, such Shares would not be “restricted securities, as such term is defined in Rule 144(a)(3) promulgated under the U.S. Securities Exchange Act.”
