U.S. Matters. (a) Caza is a “foreign private issuer” within the meaning of Rule 3b-4 under the U.S. Exchange Act.
(b) Caza is not registered or required to be registered as an investment company under the Investment Company Act of 1940.
(c) No class of Caza’s securities is registered or required to be registered under section 12 of the U.S. Exchange Act, and Caza is not required to file reports pursuant to section 15(d) of the U.S. Exchange Act.
(d) U.S. holders (as that term is defined in Rule 800 of the 0000 Xxx) of Caza hold no more than 10 percent (10%) of the Caza Shares that are the subject of the Offer.
U.S. Matters. Augusta agrees, unless it obtains, prior written consent of each Underwriter, and each Underwriter, severally and not jointly, covenants and agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute an “issuer free writing prospectus” as defined under Rule 433 under the U.S. Securities Act, or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the SEC or retained by the Company under Rule 433 under the U.S. Securities Act; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule A hereto. Any such free Writing Prospectus consented to by the Underwriters or Augusta is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (A) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (B) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the U.S. Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping.
U.S. Matters. (a) Each of Red Gaming Limited and Cyberview Czech is treated as a controlled foreign corporation as defined under section 957 of the Code and the regulations thereunder. Other than the Company and Barcrest Group Technology Limited, no Group Company has an election in effect for purposes of section 7701 of the Code, and the regulations thereunder, to be treated as something other than a corporation for US federal income tax purposes.
(b) No Group Company has an account for the purposes of section 952(c) of the Code, and the regulations thereunder.
U.S. Matters. (i) Inner Spirit is not a "U.S. Person" (as that term is defined by Regulation S under the U.S. Securities Act).
(ii) The offer to purchase the Inner Spirit Shares was not made to, or to an authorized representative of, Inner Spirit in the United States, and this Agreement has not been executed on behalf of Inner Spirit by any Person in the United States.
U.S. Matters. The Silvermex Common Shares are not registered under Section 12 of, and Silvermex is not required to file reports pursuant to Sections 13(a) or 15(d) of, the United States Securities Exchange Act of 1934, as amended.
U.S. Matters. The Subscriber:
U.S. Matters. The Subscriber:
(a) No U.S. Registration. The Subscriber is aware that the Flow-Through Shares have not been registered and will not be registered under the U.S. Securities Act or the securities laws of any state and that these securities may not be offered or sold in the United States without registration under the U.S. Securities Act or compliance with requirements of an exemption from registration;
U.S. Matters it is aware that the Units have not been and will not be registered under the United States Securities Act of 1933 (the "U.S. Securities Act") or the securities laws of any state of the United States and may not be offered or sold, directly or indirectly, in the United States without registration under the U.S. Securities Act or compliance with requirements of an exemption from registration and the applicable laws of all applicable states or an exemption from such registration requirements is available and it acknowledges that the Funds have no present intention of filing a registration statement under the U.S. Securities Act in respect of any Units;
U.S. Matters. (a) Bridgeport 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.
(b) Bridgeport, including all entities “controlled by” Bridgeport for purposes of the Hxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, does not, and prior to completion of the Business Combination will not, hold assets located in the United States with a fair market value in excess of U.S.$68.2 million in the aggregate. During the 12- month period ended April 30, 2012, (i) Bridgeport and its subsidiaries did not make sales in or into the United States in excess of U.S.$68.2 million in the aggregate, and (ii) the assets that Bridgeport and its subsidiaries hold as of immediately prior to completion of the Business Combination did not generate sales in or into the United States in excess of U.S.$68.2 million in the aggregate.
(c) As of the date hereof, Bridgeport is a “foreign private issuer” as defined in Rule 405 under the U.S. Securities Act.
(d) Bridgeport is not registered, and is not required to be registered as an “investment company”, under the United States Investment Company Act of 1940, as amended.
(e) Bridgeport represents and agrees that none of it, its affiliates, or any person acting on behalf of it or its affiliates (which, for greater certainty, does not include Premier Gold, Premier Royalty, their respective affiliates or any person acting on behalf of any of the foregoing) (A) has made or will make any “directed selling efforts” (as such term is defined in Regulation S under the U.S. Securities Act), (B) has engaged or will engage in any “general solicitation or general advertising” (as such term is defined in Regulation D under the U.S. Securities Act) or in any conduct involving a public offering under the meaning of Section 4(2) of the U.S. Securities Act, or (C) has taken or will take any action, in each case that would cause the exemption from the registration requirements of the U.S. Securities Act provided by Section 4(2) thereof and Rule 506 of Regulation D thereunder or the exclusion from the registration requirements of the U.S. Securities Act provided by Rule 903 of Regulation S thereunder to be unavailable for the issuance of New Bridgeport Shares pursuant to Section 1.3(m) of the Agreement.
(f) Within the six-month period prior to the date hereof, Bridgeport has not offered or sold any securities of Bridgeport in a manner that would be ...
U.S. Matters. (i) without the prior written consent of the Company, it has not distributed and will not distribute any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination;
(ii) without the prior written consent of the Company, it has not used and will not use any Free Writing Prospectus that contains the final terms of the Shares unless such terms have previously been or will be included in a Free Writing Prospectus filed with the SEC; and
(iii) it will, pursuant to reasonable procedures developed in good faith, retain copies of, and comply with any legending requirements applicable to, each Free Writing Prospectus used or referred to by it, in accordance with the U.S. Securities Act.
