U.S. Registration. Notwithstanding anything to the contrary, no Rights shall be deemed issued to a U.S. holder until a registration of the Rights under Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended, is effective, but, regardless of when that registration shall become effective, the Rights shall be effective in accordance with Section 2 in respect of each Common Share outstanding as the Record Time and each Common Share that may be issued after the Effective Time and prior to the earlier of the Separation Time and the Expiration Time.
U.S. Registration. This Warrant and the Common Shares issuable upon exercise of this Warrant have not been and will not be registered under the U.S. Securities Act or under state securities laws of any state in the United States. Accordingly, this Warrant may not be transferred or exercised in the United States or by or on behalf of a U.S. Person or a person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws and, if required by the Company, the holder of this Warrant has furnished an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company to such effect, as applicable.
U.S. Registration. (a) Neither the Warrants represented by this Certificate nor the Common Shares issuable upon exercise hereof have been or will be registered under the U.S. Securities Act nor under the securities laws of any state of the United States. The Warrants represented by this Certificate may only be exercised by or on behalf of a holder who, at the time of exercise, either:
U.S. Registration. The Arrangement Issued Securities to be issued under the Arrangement to U.S. Persons shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof.
U.S. Registration. The ICP Shares were not issued by a closed-end investment company registered under the United States Investment Company Act of 1940.
U.S. Registration. It shall be a condition precedent to Buyer’s obligation to pay the Purchase Price and accept delivery of the Aircraft that prior to Closing Date the Aircraft will have US registration, and be a US-owned and FAA registered aircraft and the FAA shall have issued a Standard Airworthiness Certificate for the Aircraft and such Standard Airworthiness Certificate shall be without any restrictions or limitations of any kind or nature and be current and valid on the Closing Date.
U.S. Registration. North Sur confirms that the North Sur Shares and North Sur Post- Consolidation Shares have not been and will not be registered under the 1933 Act or under any applicable state securities laws and will only be issued to U.S. Persons that are shareholders of ICT Holdco in connection with an exemption from the registration requirements of the 1933 Act. The conditions in this Section 3.3 are for the exclusive benefit of ICT Holdco and may be asserted by ICT Holdco, regardless of the circumstances or may be waived by ICT Holdco in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which ICT Holdco may have.
U.S. Registration. (a) As promptly as practicable after the execution of this Agreement, the Parties shall jointly prepare and cause to be confidentially submitted to the SEC, a Form F-1 or other form appropriate for registration under the Securities Act (the “Form F-1”) in connection with the registration for resale of certain of the ordinary shares of the Plan Investor or American Depositary Shares representing such ordinary shares to be issued hereunder. Each Party shall use its reasonable best efforts to cause the Form F-1 to be declared effective as promptly as practicable after Closing (including by responding to comments of the SEC, if any). Each Party shall furnish all information as may be reasonably requested by the other Party in connection with any such action and the preparation, filing and distribution of the Form F-1. Prior to the Closing, no filing of, or amendment or supplement to, the Form F-1 will be made by either Party without providing the other Party with a reasonable opportunity to review and comment thereon. Each Party agrees to provide the other Party with copies of any written comments, and shall inform the other Party of any oral comments, that such Party or its counsel may receive prior to the Closing from the SEC or its staff with respect to Form F-1 promptly after receipt of such comments, and any written or oral responses thereto. Each Party shall be given a reasonable opportunity to review any such written responses and each Party shall give due consideration to the additions, deletions or changes suggested thereto by the other Party. If at any time prior to the time that the Form F-1 is declared effective by the SEC any information relating to a Party or its Affiliates, directors or officers should be discovered by such Party which should be set forth in an amendment or supplement to the Form F-1, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC. The Plan Investor shall promptly notify the Company of (i) the time when the Form F-1 has been declared effective, and (ii) the issuance of any stop order or suspension of the qualification of the Closing Shares for offering or sale ...
U.S. Registration. The Company agrees to file with the U. S. Securities and Exchange Commission (the “Commission”) a registration statement (a “Registration Statement”) on Form S-1, or any other form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the resale by the holders of all of the Shares issued pursuant to this Offering (“Registrable Securities”), and the Company shall (a) use its commercially reasonable efforts to make the initial filing of the Rxxxxxxxxxxx Xxxxxxxxx xx xxxxx xxxx Xxxx 00, 0000, (x) use its commercially reasonable efforts to cause such Registration Statement to be declared effective no later than December 31, 2017; and (c) use its commercially reasonable efforts to keep such Registration Statement effective for a period of 2 years or for such shorter period ending on the earlier to occur of (i) the sale of all Registrable Securities and (ii) the availability of Rule 144 for the Holder to sell all of the Registrable Securities without volume limitations within a 90 day period (the “Effectiveness Period”); provided, however, that:
U.S. Registration. The SPX Common Shares were not issued by a closed-end investment company registered under the United States Investment Company Act of 1940.
