Restrictions on Sale Outside the Qualifying Jurisdictions. Except as contemplated by this Agreement, the Standby Purchaser agrees not to sell or distribute, directly or indirectly, its Standby Purchaser Shares or Standby Purchaser Rights Offering Shares in such a manner as to (i) require registration by ITP of the Standby Purchaser Shares or Standby Purchaser Rights Offering Shares or the filing by ITP of a prospectus or any similar document, or (ii) result in ITP becoming subject to reporting or disclosure obligations to which it is not subject as at the date of this Agreement, or by virtue of this transaction will be obligated to make, under the Laws of any jurisdiction outside the provinces of Canada, in each case that is material to ITP, and to sell the Standby Purchaser Shares and the Standby Purchaser Rights Offering Shares in accordance with all applicable Securities Laws.
Restrictions on Sale Outside the Qualifying Jurisdictions. Except as contemplated by this Agreement, the Standby Purchaser agrees, and agrees to cause its Substituted Standby Purchaser if any, not to sell or distribute, directly or indirectly, its Standby Units in such a manner as to: (i) require registration by Lorus of the Standby Units or the filing by Lorus of a prospectus or any similar document in any jurisdiction other than the Qualifying Jurisdictions; or (ii) result in Lorus becoming subject to reporting or disclosure obligations to which it is not subject as at the date of this Agreement, or by virtue of this transaction will be obligated to make, under the laws of any jurisdiction outside the provinces of Canada, in each case that is material to Lorus, and to sell the Standby Units in accordance with all applicable Securities Laws.
Restrictions on Sale Outside the Qualifying Jurisdictions. Except as contemplated by this Agreement, the Standby Purchasers agree not to sell or distribute, directly or indirectly, its Standby Purchaser Rights Offering Shares or Standby Shares in such a manner as to:
Restrictions on Sale Outside the Qualifying Jurisdictions. Except as contemplated by this Agreement, the Standby Purchaser agrees:
Restrictions on Sale Outside the Qualifying Jurisdictions. The Standby Purchasers severally (and not jointly and severally) agree not to sell or distribute, directly or indirectly, the Standby Subscription Receipts in such manner as to require registration of the Standby Subscription Receipts or the Common Shares underlying the Standby Subscription Receipts or the filing of a prospectus or any similar document under the laws of any jurisdiction outside the Qualifying Jurisdictions and to sell or distribute the Standby Subscription Receipts and the Common Shares underlying the Standby Subscription Receipts only in accordance with all applicable Laws. Each of the Standby Purchasers severally (and not jointly and severally) agrees that it will not offer or sell any of the Standby Subscription Receipts or the Common Shares underlying the Standby Subscription Receipts within the United States except, if applicable, for offers and sales in the United States by the U.S. affiliates of the Standby Purchasers. Each of the Standby Purchasers further acknowledges that following the Qualification Period, it may only resell the Standby Subscription Receipts and the Common Shares underlying the Standby Subscription Receipts pursuant to Rule 903 of Regulation S or in a transaction that is otherwise exempt from the registration provisions of section 5 of the 1933 Act. If either or both of the Standby Purchasers determines to establish a banking or selling group, any agreements between the Standby Purchaser (as applicable) and the members of such banking or selling group will contain similar restrictions to those contained in this Section 2.8.
Restrictions on Sale Outside the Qualifying Jurisdictions. The Underwriters severally agree not to distribute or offer the Securities or the Donated Shares in such a manner as to require registration of any of them or the filing of a prospectus or any similar document under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute or offer the Securities and the Donated Shares only in the Qualifying Jurisdictions and in accordance with all applicable laws. However, the Corporation and each Underwriter acknowledge that the U.S. broker-dealer affiliates of the Underwriters may offer or resell the Common Shares to Qualified Institutional Buyers within the United States pursuant to Rule 144A in accordance with Schedule “B” hereto, provided that no such action on the part of the Underwriters or their U.S. broker-dealer affiliates shall in any way oblige the Corporation to register any Securities or Donated Shares under the U.S. Securities Act or the securities laws of any state in the United States. Any agreements between the Underwriters and the members of any selling group will contain restrictions which are substantially the same as those contained in this section 3(a).
Restrictions on Sale Outside the Qualifying Jurisdictions. Except as contemplated by this Agreement, each of the Standby Purchasers agrees, and agrees to cause its Substituted Standby Purchaser(s), if any, not to sell or distribute, directly or indirectly, its Standby Shares or Standby Purchaser Rights Offering Shares in such a manner as to (i) require registration by ATS of the Standby Shares or Standby Purchaser Rights Offering Shares or the filing by ATS of a prospectus or any similar document, or (ii) result in ATS becoming subject to reporting or disclosure obligations to which it is not subject as at the date of this Agreement, or by virtue of this transaction will be obligated to make, under the laws of any jurisdiction outside the provinces of Canada, in each case that is material to ATS, and to sell the Standby Shares and the Standby Purchaser Rights Offering Shares in accordance with all applicable securities laws.
Restrictions on Sale Outside the Qualifying Jurisdictions. The Underwriters severally agree not to distribute the Purchased Securities in such manner as to require registration of the Purchased Securities or the filing of a prospectus or any similar document under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute the Purchased Securities only in the Qualifying Jurisdictions and in accordance with all applicable laws. Any agreements between the Underwriters and the members of any banking or selling group will contain similar restrictions to those contained in this paragraph 3.
Restrictions on Sale Outside the Qualifying Jurisdictions. The Underwriters severally agree not to distribute the Purchased Shares in such manner as to require registration of any of them or the filing of a prospectus or any similar document under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute such securities only in the Qualifying Jurisdictions and in accordance with all applicable laws. However, the Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchasers, the Underwriters may arrange for substituted purchasers (the “Substituted Purchasers”) for the Purchased Shares in connection with the private placement of the Purchased Shares in the United States only in accordance with United States securities laws and the provisions of this Agreement and, without limiting the foregoing, specifically in accordance with Schedule “B” hereto, provided that no such action on the part of the Underwriters or their U.S. broker-dealer affiliates shall in any way oblige the Corporation to register any Purchased Shares under the U.S. Securities Act or the securities laws of any state in the United States. Any agreements between the Underwriters and the members of any selling group will contain restrictions which are substantially the same as those contained in this paragraph 3.
Restrictions on Sale Outside the Qualifying Jurisdictions. The Underwriters severally agree not to distribute or offer the Offered Securities in such manner as to require registration of any of them or the filing of a prospectus or any similar document under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute or offer such securities only in the Qualifying Jurisdictions and in accordance with all applicable laws. However, the Corporation and each Underwriter acknowledge that the U.S. broker-dealer affiliates of the Underwriters may offer or resell the Offered Units to Qualified Institutional Buyers within the United States pursuant to Rule 144A in accordance with Schedule A hereto, provided that no such action on the part of the Underwriters or their U.S. broker-dealer affiliates shall in any way oblige the Corporation to register any Offered Units under the U.S. Securities Act or the securities laws of any state in the United States. Furthermore, the Corporation and each Underwriter acknowledge that the Offered Units may be offered and sold by the Corporation to Institutional Accredited Investors designated by the Underwriters or their U.S. broker-dealer affiliates pursuant to certain exemptions from the registration requirements of the U.S. Securities Act in accordance with Schedule A hereto, provided that no action on the part of the Underwriters or their U.S. broker-dealer affiliates shall in any way oblige the Corporation to register any Offered Units under the U.S. Securities Act or the securities laws of any state in the United States. Any agreements between the Underwriters and the members of any selling group will contain restrictions which are substantially the same as those contained in this paragraph 3(a).
