Common use of Securities Law Issues Clause in Contracts

Securities Law Issues. (a) SEC Documents; No Non-Public Information; Financial Statements. -------------------------------------------------------------- The Common Stock of the Company is registered pursuant to Section 12(g) of the Exchange Act and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d), in addition to one or more registration statements and amendments thereto heretofore filed by the Company with the SEC (all of the foregoing including filings incorporated by reference therein being referred to herein as the "SEC Documents"). The Company has delivered or made available to ------------- the Landmark Parties true and complete copies of all SEC Documents (including, without limitation, proxy information and solicitation materials and registration statements) filed with the SEC since May 15, 2000. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred which would require the Company to disclose such event or circumstance in order to make the statements in the SEC Documents not misleading on the date hereof or on the Closing Dates but which has not been so disclosed. The financial statements of the Company included in the SEC Documents, the Company's unaudited financial statements attached hereto as Schedule 3.9(a) and the --------------- Company's unaudited financial statements for the period ending March 31, 2001 (the "Filed Financial Statements") comply as to form and substance in all -------------------------- material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. The Filed Financial Statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not, individually or in the aggregate, be material).

Securities Law Issues. The Parties, respectively, agree that: (a) SEC Documents; No Non-Public Information; Financial Statements. -------------------------------------------------------------- The Common Stock of Buyer and/or the Company is registered pursuant SPAC shall use their reasonable commercial efforts to Section 12(g) of prepare, at Buyer’s or the Exchange Act SPAC’s sole cost and expense, all documentation required by Buyer’s and/or the Company has filed all reportsSPAC’s securities counsel, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d), in addition to one or more registration statements and amendments thereto heretofore filed by the Company with the SEC (all of the foregoing including filings incorporated by reference therein being referred to herein as the "SEC Documents"). The Company has delivered or made available to ------------- the Landmark Parties true and complete copies of all SEC Documents (including, without limitation, proxy information such representations and solicitation materials warranties of fact that are necessary in the judgment of Buyer and/or the SPAC’s securities counsel, for the issuance of the Exchangeable Shares to Sellers and GP Lender pursuant to the exemption from registration statementsunder the US Securities Act provided by Rule 506 of Regulation D promulgated under the US Securities Act (“Rule 506”); (b) filed with Buyer and/or the SEC since May 15SPAC shall use their reasonable commercial efforts to prepare, 2000. As at Buyer’s or the SPAC’s sole cost and expense, all documentation required by Buyer’s and/or the SPAC’s securities counsel, including, without limitation, such representations and warranties of fact that are necessary in the judgment of Buyer’s and/or the SPAC’s securities counsel, for the distribution of the Exchangeable Shares (the “Distribution Transaction”) from Sellers and GP Lender to their respective datesequity owners (each a “Sira Ultimate Owner”) as a‌ “no-sale” transaction which does not require registration under the US Securities Act; (c) either Buyer or the SPAC shall use their reasonable commercial efforts to prepare, at Buyer’s or the SEC Documents complied SPAC’s sole cost and expense, all documentation required by Buyer’s and/or the SPAC’s securities counsel, including, without limitation, such representations and warranties of fact that are necessary in the judgment of the SPAC’s securities counsel for the exchange of the Exchangeable Shares for the SPAC Class B Shares by any Sira Ultimate Owner (each a “Downstream Exchange Transaction”) pursuant to the exemption from registration under the US Securities Act provided by Rule 506; (d) Buyer and the SPAC shall use their reasonable commercial efforts to (and cause their securities counsel and transfer agents, if any, to) prepare and process all material respects with documentation and effect all transfers related to the Distribution Transaction within fifteen (15) calendar days after receipt by Buyer or the SPAC (or their transfer agents) of a written request for consummation of the Distribution Transaction from Sellers and GP Lender (or the Sellers’ Representative on their behalf); provided that such fifteen (15) calendar day time period shall be subject to (A) reasonable cooperation from Sellers, GP Lender and the Sira Ultimate Owners and (B) the legal requirements of the US Securities Act, including, but not limited to, Rule 144 or any other rule or regulation under the US Securities Act and interpretations of the Staff of the United States Securities and Exchange Commission (the “SEC”) in interpreting any of the foregoing (the “Staff Interpretations”); (e) Buyer and the SPAC shall use their reasonable commercial efforts to (and cause their securities counsel and transfer agents, if any, to) prepare and process all documentation and effect all transfers related to each Downstream Exchange Transaction within fifteen (15) calendar days after receipt by Buyer, the SPAC or their transfer agents of a written request for consummation of a Downstream Exchange Transaction from a Sira Ultimate Owner; provided that such fifteen (15) calendar day time period shall be subject to (A) reasonable cooperation from the applicable Sira Ultimate Owner and (B) the legal requirements of the US Securities Act, including, but not limited to, Rule 144 promulgated under the US Securities Act (“Rule 144”) or any other rule or regulation under the US Securities Act and the rules Staff Interpretations; (f) any SPAC Class B Shares issued in connection with a Downstream Exchange Transaction shall be “book-entry”, electronic shares and regulations shall not have any restrictive legends attributable to the US Securities Act (although such shares issued to Affiliates of the SPAC may have “book entry” restrictions on them relating to the US Securities Act) (the “Ultimate Sale Shares”), provided that the issuance of such shares is in compliance with the exemption from registration under the US Securities Act provided by Rule 144; (g) in connection with each Downstream Exchange Transaction, Buyer, the SPAC and securities counsel for Buyer and the SPAC and the SPAC’s transfer agent shall allow the use of the exemption from registration under the US Securities Act provided by Rule 144 in reliance upon that certain “no-action” letter from the Office of International Corporate Finance Division of Corporate Finance of the SEC promulgated thereunder dated September 6, 2013 with the “Re” line of “Application of Rule 144(i) under the Securities Act of 1933 (“Securities Act”) To Certain Canadian Issues Incoming letter dated September 4, 2013” (the “Rule 144 No-Action Letter”); provided that there are no changes in applicable Law that adversely effect the Rule 144 No-Action Letter and/or the SEC has not published any guidance in writing that would adversely affect the analysis and other federalconclusions in the Rule 144 No-Action Letter; (h) in connection with the Distribution Transaction and each Downstream Exchange Transaction, state Buyer, the SPAC and local lawssecurities counsel for Buyer and the SPAC and the SPAC’s transfer agent, rules and regulations applicable to such SEC Documents, and none shall allow the “tacking” of holding periods in reliance upon that certain “no action” letter from the Office of the Chief Counsel of the Division of Corporation Finance of the SEC Documents contained dated November 1, 2016 with the “Re” line of “Rule 144(d)(1) Up-C Structure; Incoming letter dated October 28, 2016 (the “Tacking No-Action Letter”); provided that there are no changes in applicable Law that adversely effect the Tacking No-Action Letter and/or the SEC has not published any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary guidance in order to make writing that would adversely affect the statements therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred which would require the Company to disclose such event or circumstance in order to make the statements analysis and conclusions in the SEC Documents not misleading on the date hereof or on the Closing Dates but which has not been so disclosed. The financial statements of the Company included in the SEC Documents, the Company's unaudited financial statements attached hereto as Schedule 3.9(a) Tacking No-Action Letter; and the --------------- Company's unaudited financial statements for the period ending March 31, 2001 (the "Filed Financial Statements") comply as to form and substance in all -------------------------- material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. The Filed Financial Statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) in connection with the sale or other transfer of the Ultimate Sale Shares by a Sira Ultimate Owner, the SPAC shall (A) use its reasonable commercial efforts to prepare, at the SPAC’s sole cost and expense, all documentation required by the SPAC’s securities counsel, including, without limitation, such representations and warranties of fact that are necessary in the judgment of the SPAC’s securities counsel, to satisfy the exemption from registration under the US Securities Act provided by Rule 144, but only with regard to “affiliates” of the SPAC, to allow the sale of the Ultimate Sale Shares by any Sira Ultimate Owner (each an “Ultimate Sale”), (B) use its reasonable commercial efforts to (and cause the SPAC’s securities counsel and transfer agent to) prepare and process all documentation and effect all transfers related to each Ultimate Sale within fifteen (15) calendar days after receipt by the SPAC or its transfer agent of a written request for consummation of a Ultimate Sale from a Sira Ultimate Owner (including, but not limited to, removing any “book entry” restrictions on the Ultimate Sale Shares sought to be sold in an Ultimate Sale required by the US Securities Act for Sira Ultimate Owners that are “affiliates” of the SPAC); provided that such fifteen (15) calendar day time period shall be subject to reasonable cooperation from the applicable Sira Ultimate Owner and (C) the SPAC, the SPAC’s securities counsel and the SPAC’s transfer agent shall allow the reliance upon Rule 144 as may be otherwise indicated in such financial statements or an exemption from the notes thereto or registration provisions of the US Securities Act (ii) in the case of unaudited interim statements“affiliates” of the SPAC) in reliance upon the Rule 144 No-Action Letter and the “tacking” of holding periods by the Sira Ultimate Owners in reliance upon the Tacking No-Action Letter; provided that there are no changes in applicable Law that adversely effect the Rule 144 No- Action Letter or the Tacking No-Action Letter, to as applicable, and/or the extent they may SEC has not include footnotes published any guidance in writing that would adversely affect the analysis and conclusions in the Rule 144 No-Action Letter or the Tacking No-Action Letter, as applicable, as may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not, individually or in the aggregate, be material)confirmed by its securities counsel.

Securities Law Issues. (a) SEC Documents; No Non-Public Information; Financial Statements. -------------------------------------------------------------- The Common Stock of the Company is registered pursuant to Section 12(g) of the Exchange Act and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d), in addition to one or more registration statements and amendments thereto heretofore filed by the Company with the SEC (all of the foregoing including filings incorporated by reference therein being referred to herein as the "SEC Documents"). The Company has delivered or made available to ------------- the Landmark Parties true and complete copies of all SEC Documents (including, without limitation, proxy information and solicitation materials and registration statements) filed with the SEC since May 15, 2000. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred which would require the Company to disclose such event or circumstance in order to make the statements in the SEC Documents not misleading on the date hereof or on the Closing Dates but which has not been so disclosed. The financial statements of the Company included in the SEC Documents, the Company's unaudited financial statements attached hereto as Schedule 3.9(a) and the --------------- Company's unaudited financial statements for the period ending March 31, 2001 (the "Filed Financial Statements") comply as to form and substance in all -------------------------- material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. The Filed Financial Statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not, individually or in the aggregate, be material).

Securities Law Issues. (a) SEC Documents; No Non-Public Information; Financial StatementsSalsa Digital hereby confirms, that the Shares will be acquired for investment for its own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Salsa Digital has no present intention of selling, granting any participation in, or otherwise distributing the same. -------------------------------------------------------------- The Common Stock Salsa Digital has been furnished with or has had access during the course of this transaction and prior to the issuance of the Company is registered pursuant Shares to Section 12(g) all information necessary to enable it to evaluate the merits and risks of the Exchange Act and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Actan investment in NUR, including material filed pursuant to Section 13(a) or 15(d)without limitation NUR's Annual Report on Form 20-F for the year ended December 31, in addition to one or more registration statements and amendments thereto heretofore filed by the Company with the SEC (all of the foregoing including filings incorporated by reference therein being referred to herein as the "SEC Documents"). The Company has delivered or made available to ------------- the Landmark Parties true and complete copies of all SEC Documents (including, without limitation, proxy information and solicitation materials and registration statements) filed with the SEC since May 15, 2000. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents1999, and none has had an opportunity to discuss with representatives of NUR the SEC Documents contained any untrue statement business and financial affairs of a material fact or omitted NUR to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred which would require the Company to disclose obtain such event or circumstance in order to make the statements in the SEC Documents not misleading on the date hereof or on the Closing Dates but which has not been so disclosed. The financial statements of the Company included in the SEC Documents, the Company's unaudited financial statements attached hereto as Schedule 3.9(a) and the --------------- Company's unaudited financial statements for the period ending March 31, 2001 (the "Filed Financial Statements") comply as to form and substance in all -------------------------- material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. The Filed Financial Statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsadditional information, to the extent they may not include footnotes that the Company possesses such information or may be condensed could acquire it without unreasonable effort or summary statements) and fairly present in all material respects expense, necessary to verify the financial position accuracy of the Company information to which it has had access and all questions raised by it have been answered its full satisfaction. Salsa Digital understands the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of a specific exemption from the registration provisions of the dates thereof Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the results accuracy of operations Salsa's representations as expressed herein. Salsa understands that the Shares are "restricted securities" under applicable U.S. federal and cash flows state securities laws and that, pursuant to these laws, Salsa must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Salsa acknowledges that NUR has no obligation to register or qualify the Shares for the periods then ended (subject, resale other than as set forth in the case of unaudited statements, to normal year-end audit adjustments which will not, individually or in the aggregate, be material)Article XIV hereof.