United States Offers and Sales. The Company and the Agents agree that Schedule A to this Agreement, entitled “United States Offers and Sales”, is incorporated by reference in, and shall form part of, this Agreement. Any offer or sale of the Securities in the United States will be made in accordance with Schedule A and each Agent will require this undertaking to be contained in any agreements among the Selling Firms. Any offer and sale of the Securities in the United States shall be made by the Company to Qualified Institutional Buyers in compliance with the 1933 Act and in accordance with the terms and conditions set out in Schedule A hereto.
United States Offers and Sales. The Company and the Underwriter hereby acknowledge that the Offered Shares have not been and will not be registered under the 1933 Act or any U.S. state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons except by the Underwriter or its U.S. Affiliate, the initial purchaser of the Offered Shares, pursuant to Rule 144A to persons who are, or are reasonably believed by them to be, Qualified Institutional Buyers, and in compliance with any applicable state securities laws of the United States. Accordingly, the Company and the Underwriter hereby agree that offers and sales of the Offered Shares in the United States or to, or for the account or benefit of, U.S. Persons shall be conducted only in the manner specified in Schedule A hereto, which terms and conditions are hereby incorporated by reference in and form a part of this Agreement.
United States Offers and Sales. Any offer and sale of the Purchased Securities in the United States shall be made in accordance with the terms and conditions set out in Schedule “D” to this Agreement, which is incorporated by reference in this Agreement.
United States Offers and Sales. (i) Crystal Bridge is, and at each Closing Date will be, a Foreign Issuer with no Substantial U.S. Market Interest in the Crystal Subscription Receipts, Crystal Shares, or Crystal Warrants;;
(ii) Crystal Bridge is not, and following the application of the proceeds from the sale of the Crystal Subscription Receipts and the application of the proceeds thereof will not be, registered or required to be registered as an “investment company” under the United States Investment Company Act of 1940, as amended;
(iii) except with respect to offers and sales to U.S. Accredited Investors and QIBs solicited by the Agents in accordance with this Agreement for sale by Crystal Bridge in reliance upon the exemption from registration available under Rule 506(b) of Regulation D, none of Crystal Bridge, its Affiliates, or any Person acting on any of their behalf (other than the Agents, the U.S. Affiliate, their respective Affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) (1) has made or will make any offer to sell, or any solicitation of an offer to buy, any Crystal Subscription Receipts to a Person in the United States or to, or for the account or benefit of, a U.S. Person; and (2) none of Crystal Bridge, its Affiliates, or any person acting on any of their behalf (other than the Agents, the U.S. Affiliate, their respective Affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) offered or sold, or will offer or sell, any of the Crystal Subscription Receipts outside the United States except for offers and sales made in Offshore Transactions in accordance with Rule 903 of Regulation S;
(iv) during the period in which Crystal Subscription Receipts are offered for sale, none of Crystal Bridge, its Affiliates, or any Person acting on any of their behalf (other than the Agents, the U.S. Affiliate, their respective Affiliates or any Person acting on its or their behalf, in respect of which no representation, warranty, covenant or agreement is made), has engaged in or will engage in any Directed Selling Efforts or has taken or will take any action that would cause the exemptions afforded by Rule 506(b) of Regulation D or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Crystal Subscription Receipts in accordance with this Agreement;
(v) none of Crystal B...
United States Offers and Sales. All offers and sales of the Units in the United States or to, or for the account or benefit of, U.S. Persons will be completed in compliance with Schedule “C” to this Agreement.
United States Offers and Sales. The Corporation, the Underwriters and the U.S. Affiliate acknowledge that the Offered Subscription Receipts and the Underlying Common Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act. The Corporation, the Underwriters and the U.S. Affiliate agree that any offers, sales and purchases of the Offered Subscription Receipts in the United States: (i) will only be made in accordance with Schedule A (which schedule is incorporated into and forms part of this Agreement); (ii) will be conducted in such a manner so as not to require registration thereof or the filing of a registration statement with respect thereto under the U.S. Securities Act; and (iii) will be conducted through the U.S. Affiliate and in compliance with U.S. Securities Laws.
United States Offers and Sales. The Company, the Selling Shareholders and the Underwriters agree that Schedule C to this Agreement, entitled "United States Offers and Sales", is incorporated by reference in, and shall form part of, this Agreement. Any offer or sale of the Securities in the United States will be made in accordance with Schedule C and each Underwriter will require this undertaking to be contained in any agreements among the Selling Firms. Any offer and sale of the Securities in the United States pursuant to Regulation D, if any, shall be made by the Company to Substituted Purchasers in compliance with the 1933 Act and in accordance with the terms and conditions set out in Schedule C hereto. To the extent that Substituted Purchasers purchase Securities at the Closing Time, the obligations of the Underwriters to purchase Securities will be reduced by the number of Securities purchased by such Substituted Purchasers. For greater certainty, the Company shall pay to the Underwriters an Underwriting Fee in respect of any Securities sold by the Company to Substituted Purchasers.
United States Offers and Sales. Each of the Company and the Agents (on their own behalf and on behalf of a U.S. registered broker-dealer affiliate of the Agents) agree that the representations, warranties and covenants contained in Schedule "A" to this Agreement entitled "United States Offers and Sales" are incorporated by reference in and shall form part of this Agreement with respect to offers and sales of Units in the United States by a U.S. registered broker-dealer affiliate of the Agents. The Agents agree, on behalf of themselves and their United States affiliates, for the benefit of the Company to comply with the U.S. selling restrictions imposed by the laws of the United States and contained in Schedule "A" to this Agreement. Notwithstanding the foregoing provisions of this paragraph 1(d), an Agent will not be liable to the Company under this paragraph or Schedule "A" to this Agreement with respect to a violation by another Agent or by another member of the selling dealer group.
United States Offers and Sales. Each of the Company, the Selling Shareholders and the Underwriters (on their own behalf and on behalf of a U.S. registered broker-dealer affiliate of the Underwriters) agree that the representations, warranties and covenants contained in Schedule "A" to this Agreement entitled "United States Offers and Sales" are incorporated by reference in and shall form part of this Agreement with respect to offers and sales of Treasury Units and Secondary Shares in the United States by a U.S. registered broker-dealer affiliate of the Underwriters. The Underwriters agree, on behalf of themselves and their United States affiliates, for the benefit of the Company and the Selling Shareholders, as applicable, to comply with the U.S. selling restrictions imposed by the laws of the United States and contained in Schedule "A" to this Agreement. Notwithstanding the foregoing provisions of this paragraph 1(d), an Underwriter will not be liable to the Company or the Selling Shareholders under this paragraph or Schedule "A" to this Agreement with respect to a violation by another Underwriter or by another member of the selling dealer group.
United States Offers and Sales. The Company and the Agent acknowledge that the Units, the Unit Shares, the Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act. The Company and the Agent agree that any offers, sales and purchases of the Units in the United States: (i) will be made in accordance with Schedule “B” (which schedule is incorporated into and forms part of this Agreement); (ii) will be conducted in such a manner so as not to require registration thereof or the filing of a prospectus, registration statement or an offering memorandum with respect thereto under the U.S. Securities Act; and (iii) will be conducted through the U.S. Affiliate. Each of the Company and the Agent agree that the representations, warranties and covenants contained in Schedule “B” to this Agreement entitled “United States Offers and Sales” are incorporated by reference in and shall form part of this Agreement with respect to offers and sales of Units in the United States.
