U.S. Registration Sample Clauses

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: (A) is not, and is not exercising the Warrant for the account or benefit of, a U.S. person or a person in the United States; (A) did not execute or deliver the exercise form while in the United States; (B) delivery of the Common Shares will not be to an address in the United States; and (C) has in all other respects complied with the terms of Regulation S of the U.S. Securities Act; or (ii) is the original subscriber for the Warrants, on its own behalf or on behalf of the original beneficial purchaser (if any), it and such beneficial purchaser (if any) are "accredited investors" that satisfy one or more of the criteria set forth in Rule 501(a) of Regulation D under the U.S. Securities Act, it delivered a U.S. Accredited Investor Certificate to the Corporation in connection with the subscription for securities pursuant to which the Warrants were acquired, and the representations, warranties and covenants made by the undersigned therein are true and correct on the date of exercise of the Warrants in respect to the exercise of the Warrants and it represents to the Corporation as such; or (iii) is the original subscriber of the Warrants and is exercising the Warrants solely for its own account or for the account of the original beneficial owner, if any, and for whose account such original purchaser exercises sole investment discretion; each of it and any beneficial owner was on the date the Warrants were purchased from the Corporation, and is on the date of exercise of the Warrants, a "qualified institutional buyer" (as that term is used in Rule 144A of the U.S. Securities Act and is also an "accredited investor" that satisfies one or more of the criteria set forth in Rule 501(a) of Regulation D under the U.S. Securities Act) and all the representations, warranties and covenants agreed upon or made by the Holder, or any beneficial purchaser, as the case may be during the purchase of the Warrants from the Corporation continue to be true and correct as of the date of exercise; or (iv) is tendering with the exercise form a written opinion of counsel of recognized standing in form and substance reasona...

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. (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 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. 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: (a) the Company shall not be obliged to effect a registration in accordance with the foregoing if Board determines in its good faith judgment that either (i) the effect of filing, amending or making effective a Registration Statement in accordance with the foregoing would materially adversely affect the Company including materially adversely affecting the ability of the Company to consummate a material financing, acquisition, corporate reorganization, merger or other material transaction involving the Company being considered at the time; or (ii) there exists at the time material non-public information relating to the Company the disclosure of which the Company believes would be detrimental to the Company and the Company has bona fide business purposes for preserving such information as confidential (a “Valid Business Reason”), provided that in either case the Company’s obligations under this Section 5.1 will be deferred for a period of not more than 90 days and that provided that the Company may not defer its obligations under Section 5.1 for a period of more than 120 days. The Company will give written notice of the Board’s determination to postpone filing and of the fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof; (b) the Company shall not be obligated to effect a...

U.S. Registration. The Corporation agrees to use its commercially reasonable best efforts to cause its common shares to be registered under the Securities Exchange Act of 1934, as amended, and to have its common shares (including the Common Shares and the common shares issuable upon the exercise of the Options) listed for trading on a U.S. national securities exchange or on the NASD automated quotation system in the United States within three years after the Closing Date; provided, however, that the Corporation shall not be under any obligation to effect such registration and listing if the board of directors of the Corporation makes a good faith determination that it is not in the best interests of the Corporation to do so for any reason including, if such registration or listing would have an adverse effect on or require disclosure of any proposal or plan by the Corporation to engage in any acquisition of securities or assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction.

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.