United States Matters. (i) Tahoe is not incorporated in the United States, but the principal office of Tahoe is located in the State of Nevada in the United States.
(ii) Tahoe is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act.
(iii) Tahoe is not registered and is not required to be registered as an “investment company” pursuant to the United States Investment Company Act of 1940, as amended.
United States Matters. (i) Rio Alto is not incorporated in the United States and does not have its principal office within the United States.
(ii) All of the assets and property of Rio Alto, including all entities “controlled by” Rio Alto for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, are located outside the United States and did not generate sales in or into the United States exceeding US$76.3 million during Rio Alto’s most recent completed fiscal year.
(iii) Rio Alto is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act.
(iv) Rio Alto is not registered and is not required to be registered as an “investment company” pursuant to the United States Investment Company Act of 1940, as amended.
United States Matters. (a) The Company is a "foreign private issuer" within the meaning of Rule 405 under the U.S. Securities Act;
(b) The Company is not registered or required to be registered as an “investment company” pursuant to the United States Investment Company Act of 1940, as amended; and
(c) no class of securities of the Company is registered or required to be registered under Section 12 of the U.S. Exchange Act, nor does the Company have a reporting obligation under Section 15(d) of the U.S. Exchange Act.
United States Matters. (a) The Acquiror, and following the consummation of the Arrangement, will be, is a "foreign private issuer" within the meaning of Rule 405 under the U.S. Securities Act;
(b) The Acquiror is not, and following the consummation of the Arrangement, will not be, registered or required to be registered as an “investment company” pursuant to the United States Investment Company Act of 1940, as amended; and
(c) no class of securities of the Acquiror is, and following the consummation of the Arrangement, none will be, registered or required to be registered under Section 12 of the U.S. Exchange Act, nor does the Acquiror have, nor following the consummation of the Arrangement, will it have, a reporting obligation under Section 15(d) of the U.S. Exchange Act.
United States Matters. (a) Buena Vista is not a “foreign private issuer” within the meaning of Rule 405 under the 1933 Act;
(b) Buena Vista (and all entities “controlled by” Buena Vista for purposes of the United States Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended) does not hold assets located in the United States with a fair market value of greater than US$80.8 million and has not made aggregate sales in or into the United States of over US$80.8 million in its most recent fiscal year;
(c) Buena Vista is not incorporated in the United States, is not organized under the laws of the United States and does not have its principal offices within the United States;
(d) Buena Vista is not registered or required to be registered as an “investment company” pursuant to the United States Investment Company Act of 1940, as amended; and
(e) no class of securities of Buena Vista is registered or required to be registered under Section 12 of the 1934 Act, nor does Buena Vista have a reporting obligation under Section 15(d) of the 1934 Act.
United States Matters. 30 WSLEGAL\070635\00045\17685888v14
United States Matters. (a) Bison is a "foreign private issuer" within the meaning of Rule 405 under the 1933 Act;
(b) Bison (and all entities "controlled by" Bison for purposes of the United States Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended) does not hold assets located in the United States with a fair market value of greater than US$80.8 million and has not made aggregate sales in or into the United States of over US$80.8 million in its most recent fiscal year;
(c) Bison is not incorporated in the United States, is not organized under the laws of the United States and does not have its principal offices within the United States;
(d) Bison is not registered or required to be registered as an "investment company" pursuant to the United States Investment Company Act of 1940, as amended; and
(e) no class of securities of Bison is registered or required to be registered under Section 12 of the 1934 Act, nor does Bison have a reporting obligation under Section 15(d) of the 1934 Act. The representations and warranties contained in this Article III shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished on the earlier of the Effective Date and the date on which this Agreement is terminated in accordance with its terms, provided that the foregoing shall not limit any covenant or agreement contained herein which by its terms contemplates performance after the Effective Date or on the date on which this Agreement is terminated. Any investigation by Klondex and its advisors shall not mitigate, diminish or affect the representations and warranties of Bison contained in this Agreement. WSLEGAL\070635\00045\17685888v14
United States Matters. (a) Zazu is not incorporated in the United States and does not have its principal office within the United States.
(b) All of the assets and property of Zazu, including all entities "controlled by" Zazu for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, did not generate sales in or into the United States during Zazu's most recent completed fiscal year.
(c) Zazu is a "foreign private issuer" within the meaning of Rule 405 of Regulation C under the U.S. Securities Act.
(d) Zazu is not registered and is not required to be registered as an "investment company" pursuant to the United States Investment Company Act of 1940, as amended.
United States Matters. (a) Sulliden is not incorporated in the United States, is not organized under the laws of the United States and does not have its principal office within the United States.
(b) All of the assets and property of Sulliden, including all entities "controlled by" the Company for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, are located outside the United States and did not generate sales in or into the United States exceeding US$68.2 million during Sulliden's most recent completed fiscal year.
(c) Sulliden is a "foreign private issuer" within the meaning of Rule 405 of Regulation C under the U.S. Securities Act.
(d) Sulliden is not registered as an "investment company" pursuant to the United States Investment Company Act of 1940, as amended.
United States Matters. 19.1 The Corporation hereby represents and warrants to, and covenants and agrees with, the Underwriters that:
(a) the Corporation is a "foreign issuer" within the meaning of Regulation S and reasonably believes that there is no Substantial U.S. Market Interest with respect to the Offered Convertible Debentures or Common Shares; and
(b) none of the Corporation, its affiliates or any person acting on its or their behalf (other than the Underwriters, their affiliates or any person acting on their behalf, in respect of which no representation is made) has engaged or will engage in any Directed Selling Efforts with respect to the Offered Convertible Debentures or has taken or will take any action (including sale of securities into the United States) that would cause Regulation S to be unavailable for offers and sales of the Offered Convertible Debentures pursuant to this Agreement.
19.2 The Underwriters acknowledge that none of the Offered Convertible Debentures has been or will be registered under the 1933 Act or any applicable state securities laws and that the Offered Convertible Debentures are being offered and sold outside the United States in reliance upon an exemption from registration under the 1933 Act provided by Regulation S and may not be offered or sold within the United States.
19.3 Each Underwriter agrees that neither it nor any of its affiliates nor any person acting on its behalf or on behalf of its affiliates:
(a) will offer to sell or make any solicitation of an offer to buy, any Offered Convertible Debentures other than in accordance with Rule 903 of Regulation S; or
(b) has engaged or will engage in any Directed Selling Efforts in the United States with respect to the Offered Convertible Debentures, and has not taken nor will take any action that would cause the exemption afforded by Regulation S to be unavailable for offers and sales of the Offered Convertible Debentures pursuant to this Agreement.
