U.S. Legends. The Trustee acknowledges that the Warrants and the Common Shares issuable upon the exercise of such Warrants have not been and will not be registered under the 1933 Act or applicable state securities laws. Each Warrant Certificate originally issued to a U.S. Person or a person in the United States or transferred to a U.S. Person or a person in the United States and all certificates representing Common Shares issued upon the exercise of any Warrants pursuant to box B or box C of the exercise form attached to the Warrant Certificate (and each Warrant Certificate or Common Share certificate issued in exchange therefor or in substitution on transfer thereof) shall be overprinted with the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, OR (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; In addition, each certificate representing Common Shares to be overprinted with the foregoing legend must also be overprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANG...
U.S. Legends. Certificates evidencing the Notes shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required as set forth in this Agreement: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAW OF ANY FOREIGN JURISDICTION OR ANY STATE WITHIN THE UNITED STATES. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR SUCH FOREIGN OR STATE SECURITIES LAW OR UNLESS THE PARENT HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE PARENT AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
U.S. Legends. Certificates representing Subscription Receipts originally issued to a Person in the United States or to a Person purchasing for the account or benefit of a Person in the United States (collectively, "U.S. Purchasers"), as well as all certificates issued in exchange for or in substitution of such certificates representing Subscription Receipts, shall bear the U.S. Legend set forth in Section 4.05(b), unless and until the U.S. Legend is no longer required under the requirements of the U.S. Securities Act.
U.S. Legends. Upon the original issuance of the Common Shares pursuant to the Vested Warrants, until such time as the Purchaser (or its permitted assigns) provides the Corporation’s transfer agent with the declaration set forth in last paragraph of Section 2.2(j) of the Securities Purchase Agreement, the certificates representing the Common Shares (and any certificates issued in exchange or substitution for the Common Shares) will bear a legend in substantially the form as follows: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS”.
U.S. Legends. (1) The Debentures and Common Shares issuable upon conversion thereof have not been and will not be registered under the U.S. Securities Act or any state securities laws. The Debentures and all Common Shares issuable on conversion thereof (collectively, the “Securities”), shall be “restricted securities” within the meaning assigned to that term in Rule 144(a)(3) under the U.S. Securities Act.
(a) Each Debenture, as well as all securities issued in exchange for or in substitution of each such Debenture, shall be issued under a restricted CUSIP number or in certificated form bearing the legend below (the “U.S. Debentures Legend”) (unless otherwise agreed by the Corporation with notice thereof to the Trustee or as otherwise provided in the immediately succeeding paragraph): Any Debenture (or security issued in exchange or substitution therefor) (i) that has been transferred pursuant to a registration statement that has become effective or been declared effective under the U.S. Securities Act and that continues to be effective at the time of such transfer or (ii) that has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the U.S. Securities Act, shall, upon (x) delivery of an opinion of counsel for the Corporation that such Debenture is no longer required under applicable requirements of the U.S. Securities Act to include a restricted CUSIP or the U.S. Debenture Legend and (y) surrender of such Debenture for exchange to the registrar in accordance with the provisions of Section 3.6, be exchanged for a new Debenture, of like tenor and aggregate principal amount, which shall not bear the U.S. Debentures Legend required by this Section 2.15(1)(a) and shall not be assigned a restricted CUSIP number. The Trustee shall be entitled to rely on such opinion of counsel without further inquiry.
(b) Each Common Share issuable upon conversion of a Debenture shall be issued under a restricted CUSIP number in certificated form bearing the legend below (the “U.S. Common Shares Legend”) (unless such Common Share has been issued upon a conversion of a Debenture that does not bear a U.S. Debentures Legend, unless otherwise agreed by the Corporation or as otherwise provided in the immediately succeeding paragraph): Any Common Share (i) that has been transferred pursuant to a registration statement that has become effective or been declared effective under the U.S. Securities Act and that continues to be effecti...
U.S. Legends. The San Antonio Unit Shares and San Antonio Warrants issued upon the conversion of the San Antonio Subscription Receipts will continue to be subject to the legend requirements set out in Section 4.5(c) and Section 4.5(d) of the Second Subscription Receipt Agreement.
U.S. Legends. (a) Each U.S. Subscription Receipt Certificate issued to an Institutional Accredited Investor, and all certificates representing Underlying Common Shares issued to an Institutional Accredited Investor pursuant to the Subscription Receipts evidenced by such U.S. Subscription Receipt Certificate in accordance with Article 2 hereof (and each U.S. Subscription Receipt Certificate or Underlying Common Share certificate issued in exchange therefor or in substitution or transfer thereof), shall be overprinted with the following legend.
U.S. Legends. Upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the Securities Act or state securities laws, the certificates representing the Shares issuable upon the exercise of this Warrant, and all certificates issued in exchange therefor or in substitution thereof, shall bear on the face of such certificates the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY UNDER A REGISTRATION PURSUANT TO THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.
U.S. Legends. Each U.S. Warrant Certificate originally issued to a U.S. Purchaser who is an Accredited Investor (other than a Qualified Institutional Buyer) and is represented by definitive certificates, and any certificates issued in exchange therefor or in substitution thereof, shall bear the following legend (the "U.S. Warrant Legend") until the same is no longer required under the U.S. Securities Act or applicable state securities laws:
U.S. Legends. No Securities shall bear any restrictive legend restricting transfer referencing any U.S. securities laws.
