Restrictions on Sale Sample Clauses

Restrictions on Sale. This Debenture has not been registered under the Securities Act of 1933, as amended (the "Act") and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. This Debenture and the Common Stock issuable upon the conversion thereof may only be sold pursuant to registration under or an exemption from the Act.

Restrictions on Sale. The Participant agrees that, in the event that any portion of the Award vests prior to the six-month anniversary of the Grant Date, the Participant will not sell any Shares acquired at vesting prior to the six-month anniversary of the Grant Date, unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”).

Restrictions on Sale. In the event of an underwritten public offering for the account of the Company, upon the written request (the "Lock-up Request") of the managing underwriter (or underwriters) of such offering, each Holder agrees not to effect any public sale or distribution of any securities similar to those being registered in such offering (other than pursuant to such offering), including, without limitation, through sales of Registrable Securities pursuant to a registration statement, during the 14 days prior to, and during the 180-day period beginning on the effective date of the registration statement relating to such offering (the "Lock-up Period"); provided, however, that the Holders shall not be required to comply with such Lock-up Request unless the Company simultaneously demands analogous restrictions on sale and uses all reasonable efforts to obtain from all other persons who are contractually bound with the Company to comply with such Lock-up Requests and from the Company's directors. In the event of the delivery of a Lock-up Request, the time periods for which a registration statement is required to be kept effective pursuant to Section 4(b) hereof shall be extended by the number of days during the Lock-up Period.

Restrictions on Sale. Notwithstanding anything to the contrary contained herein, Holder agrees that Holder, together with its affiliates will not sell on any one trading day more than 50,000 Shares obtained from the exercise of this Warrant or other warrants issued on the same issuance date as this Warrant without the prior written consent of the Company.

Restrictions on Sale. ...14 3.1 Restrictions on Sale by the Company and Others...........14

Restrictions on Sale. In consideration of the acceptance of this subscription, the Investor agrees that the Securities will not be offered for sale, sold or transferred by the Investor other than pursuant to (i) an effective registration under the Securities Act, an exemption available under the Securities Act or a transaction that is otherwise in compliance with the Securities Act; and (ii) an effective registration under the securities law of any state or other jurisdiction applicable to the transaction, an exemption available under such laws, or a transaction that is otherwise in compliance with such laws.

Restrictions on Sale. The shares of Merger Stock will not have been registered under the Securities Act or the blue sky laws of any state by reason of their contemplated issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act and of such state laws. Such shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act and such state laws or an exemption therefrom, or in contravention of the restrictions contained in the Investment Letter attached hereto as Exhibit 4.

Restrictions on Sale. (a) The Corporation agrees that the Underwriters will be permitted to appoint, at their sole expense, other dealers registered in accordance with applicable Canadian Securities Laws or, in the case of dealers in other countries, registered in accordance with the applicable laws of such other countries, as their agents to assist in the distribution of the Shares. The Underwriters shall, and shall require any such dealer, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the distribution of the Shares (a “Selling Firm”) to, comply with Canadian Securities Laws in connection with the distribution of the Shares and shall offer the Shares for sale to the public in the Qualifying Jurisdictions and other jurisdictions directly and through Selling Firms upon the terms and conditions set out in the Supplemented PREP Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public in only in such of the Qualifying Jurisdictions as it is registered in accordance with applicable Canadian Securities Laws or, the applicable laws of countries other than Canada, as the case may be, and sell the Shares only in such other jurisdictions where they may be lawfully offered for sale or sold. (b) The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Shares in a manner that complies with all applicable laws and regulations in each jurisdiction into and from which they may offer to sell the Shares or distribute the Prospectus in connection with the distribution of the Shares and will not, and will cause any Selling Firm to not, directly or indirectly, offer, sell or deliver any Shares or deliver the Prospectus (or equivalent prospectus or registration or disclosure document) to any person in any jurisdiction other than in the Qualifying Jurisdictions, except in a manner which will not require the Corporation to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of such other jurisdictions. (c) Notwithstanding the foregoing, an Underwriter will not be liable for any breach under this Section 4 by another Underwriter or a Selling Firm appointed by another Underwriter.

Restrictions on Sale. Each of the Agents severally and not jointly covenants and agrees with the Corporation that it will: (a) not solicit subscriptions for Offered Shares, trade in Offered Shares or otherwise do any act in furtherance of a trade of Offered Shares outside of the Selling Jurisdictions; (b) in connection with the offer and sale of the Offered Shares in Canada, the Agents will only offer and sell the Offered Shares to persons resident in Canada who are: (i) “accredited investors” (as defined in National Instrument 45-106 - Prospectus Exemptions or, in Ontario, Section 73.3 of the Securities Act (Ontario)), and (ii) purchasing as principals; and (c) not advertise the proposed sale of the Offered Shares in printed media of general and regular paid circulation, radio, television or the internet nor provide or make available to prospective purchasers of Offered Shares any document or material which would constitute an offering memorandum as defined in Applicable Securities Laws in Canada. The parties hereto acknowledge that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States except pursuant to transactions that are exempt from the registration requirements of the U.S. Securities Act and the applicable securities laws of any U.S. state. Accordingly, the Corporation and the Agents hereby agree that offers and sales of the Offered Shares in the United States shall be made only to “accredited investors” within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act in the manner specified in Schedule A hereto, which terms and conditions are hereby incorporated by reference in and shall form a part of this Agreement. Any agreement between an Agent and the members of any sub-agent group or selling group formed in connection with the Offering shall contain the restrictions in Schedule A hereto.

Restrictions on Sale. (a) Transfers. Beginning on the date first written above and until the earlier to occur of: (i) the first annual anniversary of the date first written above; (ii) the date that the Creditor ceases to be beneficial owner of the Shares and Conversion Shares because of an exchange or cancellation in connection with a merger or other business combination that is approved by a majority of the disinterested directors of the Parent (being referred to as an “Approved Transaction”); (iii) death or dissolution of the Creditor, as the case may be; (iv) the termination of the Management Transition Agreement, signed as of October 31, 2024, by Parent and Coppermine Ventures, LLC (“CVEN”) (the Management Transition Agreement being referred to as the “MTA”) in accordance with MTA’s terms and conditions and prior to MTA’s stated expiration date; (iv) the date that the Parent or Company files for protection from creditor under any chapter of the U.S. Bankruptcy Code or the date that an involuntary bankruptcy proceeding is commenced for the Parent or Company under the U.S. Bankruptcy Code; or (v) disinterested directors of the board of directors of the Parent approves a plan of complete dissolution under applicable domicile laws, the Creditor will not, directly or indirectly, do any of the following acts: (A) tender any Shares or Conversion Shares to any tender or exchange offer, except in connection with an Approved Transaction; or (B) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Shares or Conversion Shares, except as permitted in Section 6(b) below; or (C) convert any Shares into Conversion Shares.