United States Restrictions Clause Samples
The "United States Restrictions" clause defines limitations or prohibitions on the use, export, or distribution of products, services, or information within or from the United States. Typically, this clause outlines compliance requirements with U.S. laws and regulations, such as export control laws, trade sanctions, or embargoes, and may restrict access to certain technologies or data by individuals or entities in specific countries. Its core function is to ensure that parties adhere to U.S. legal requirements, thereby mitigating legal risks and preventing unauthorized or illegal transactions involving U.S.-regulated items.
United States Restrictions. These Warrants and the Shares issuable upon the exercise of these Warrants have not been and will not be registered under the 1933 Act as amended or any state securities laws. These Warrants may not be exercised in the United States (as defined in Regulation S under the 1▇▇▇ ▇▇▇) unless these Warrants and the Shares issuable upon exercise hereof have been registered under the 1933 Act, and any applicable state securities laws or unless an exemption from such registration is available. DATED as of the date first above written in these Terms and Conditions. Per: Name: N▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer TO: ORGENESIS INC. 2▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ The undersigned, bearer of the attached Non-Transferable Share Purchase Warrants, hereby subscribes for _____________ of shares of common stock of Orgenesis Inc. (the “Company”) referred to in the Warrants according to the conditions thereof and herewith makes payment of the purchase price in full for the said number of shares at the price of U.S. $6.24 per share if exercised on or before 5:00 p.m. (Pacific Time) on the Expiry Date (as that term is defined in the Terms and Conditions attached to the Non-Transferable Share Purchase Warrant). Cash, a certified cheque, bank draft or money order is enclosed herewith for such amount. The undersigned hereby directs that the shares hereby subscribed for be issued and delivered as follows: (Please print full names in which share certificates are to be issued. The Shares must be issued in the name of the Holder.) DATED this ______ day of ___________________ , 20___ . (the “Exercise Date”) Witness Signature Please print your name and address in full Address
United States Restrictions. These Warrants and the Common Shares issuable upon the exercise of these Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws. These Warrants may not be exercised in the United States (as defined in Regulation S under the U.S. Securities Act) unless these Warrants and the Common Shares issuable upon exercise hereof have been registered under the U.S. Securities Act of 1933, as amended, and any applicable state securities laws or unless an exemption from such registration is available.
United States Restrictions. Notwithstanding anything to the contrary in this Agreement, no Payment Shares shall be delivered to any Person in the United States or to any U.S. Person unless such person delivers to Kootenay a duly completed and executed Certificate of U.S. Accredited Investor Status, and any other documents required under applicable securities laws which Kootenay requests, in form and content satisfactory to Kootenay in its sole discretion.
United States Restrictions. These Warrants and the Shares issuable upon the exercise of these Warrants have not been and will not be registered under the 1933 Act as amended or any state securities laws. These Warrants may not be exercised in the United States (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) unless these Warrants and the Shares issuable upon exercise hereof have been registered under the 1933 Act, and any applicable state securities laws or unless an exemption from such registration is available. DATED as of the date first above written in these Terms and Conditions. Name Title TO: ORGENESIS INC.
United States Restrictions. Notwithstanding anything to the contrary in this Agreement, no Stock Consideration shall be delivered to any person in the United States or to any U.S. Person if the Purchaser determines, in its sole discretion, that doing so may result in any contravention of the U.S. Securities Act or any applicable state securities laws, and the Purchaser may instead in the case of Stock Consideration, appoint an agent to sell all the share of the Stock Consideration of such person on behalf of that person and deliver to that person an amount of cash representing the proceeds of the sale of such shares of Stock Consideration, net of expenses or sale.
United States Restrictions. (a) Sonora Copper, on its behalf and on behalf of the Members, further understands and agrees that the Consideration Shares issued to it under this Agreement have not been and will not be registered under the U.S. Securities Act, or applicable state securities laws, and the Consideration Shares are being offered and sold to Sonora Copper in reliance upon Rule 506 of Regulation D under the U.S. Securities Act and/or section 4(2) under the U.S. Securities Act;
(b) Sonora Copper, on its behalf and on behalf of the Members, agrees that if it/she/he decides to offer, sell or otherwise transfer the Consideration Shares issued to it under this Agreement, it will not offer, sell or otherwise transfer any of such securities directly or indirectly, unless:
(i) the transfer is to Deal Capital; or
(ii) the transfer is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations; or
(iii) the transfer is made in compliance with the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with applicable state securities laws; or
(iv) the transfer is a distribution of the Consideration Shares to the Members pursuant to Section 2.3(3), below, and Sonora Copper has provided Deal Capital with the required certifications, signed by all the Members and in the form provided in Schedule 2.3(3) hereto; or
(v) the securities are transferred in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities; and
(vi) prior to any sale or transfer contemplated by clauses (iii), (iv) or (v), above, Sonora Copper will furnish to Deal Capital an opinion of counsel or other evidence of exemption, in either case reasonably satisfactory to Deal Capital; and
(c) Sonora Copper, on its behalf and on behalf of the Members, understands that upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable U.S. state laws and regulations, the certificates representing the Consideration Shares will bear a legend in substantially the following form: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SE...
United States Restrictions. These Warrants and the Shares issuable upon the exercise of these Warrants have not been and will not be registered under the 1933 Act as amended or any state securities laws. These Warrants may not be exercised in the United States (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) unless these Warrants and the Shares issuable upon exercise hereof have been registered under the 1933 Act, and any applicable state securities laws or unless an exemption from such registration is available. DATED as of the date first above written in these Terms and Conditions. Name Title TO: Solaris Power Cells, Inc.
United States Restrictions. These Warrants and the Shares issuable upon the exercise of these Warrants have not been and will not be registered under the 1933 Act as amended or any state securities laws. These Warrants may not be exercised in the United States (as defined in Regulation S under the 1933 Act) unless these Warrants and the Shares issuable upon exercise hereof have been registered under the 1933 Act, and any applicable state securities laws or unless an exemption from such registration is available. DATED as of the date first above written in these Terms and Conditions. Name: O▇▇▇ ▇▇▇▇▇▇ Title: Interim Chief Executive Officer TO: IR-MED, INC. The undersigned, bearer of the attached Non-Transferable Share Purchase Warrants, hereby subscribes for _____________of shares of common stock of IR-Med, Inc. (the “Company”) referred to in the Warrants according to the conditions thereof and herewith makes payment of the purchase price in full for the said number of shares at the price of U.S. $1.40 per share if exercised on or before 5:00 p.m. (Eastern Time) on the Expiry Date (as that term is defined in the Terms and Conditions attached to the Non-Transferable Share Purchase Warrant). The subscription amount has been wired to the Company
United States Restrictions. Notwithstanding anything to the contrary in this Agreement, no Heritage Shares shall be delivered to any Person in the United States or to any U.S. Person if Heritage determines, in its sole discretion based on legal advice provided by U.S. legal counsel of Heritage or the Company, that doing so may result in any contravention of the U.S. Securities Act or any applicable state securities laws, and Heritage may instead, in the case of Heritage Shares, appoint an agent to sell all non-escrowed Heritage Shares of such Person on behalf of that Person and deliver to that Person an amount of cash representing the proceeds of the sale of such Heritage Shares, net of expenses of sale.
United States Restrictions. Notwithstanding anything to the contrary in this Agreement, no Payment Shares, Replacement Options or Replacement Warrants shall be delivered to any Person in the United States or to any U.S. Person if Wolverine determines, in its sole discretion, that doing so may result in any contravention of the U.S. Securities Act or any applicable state securities laws, and Wolverine may instead appoint an agent to sell all Payment Shares of such Person on behalf of that Person and deliver to that Person an amount of cash representing the proceeds of such sale, net of expenses of sale, or, in the case of Replacement Warrants, deliver an amount of cash representing the fair market value of the applicable Replacement Warrants.